How to open ao and pao. The procedure for registering a legal entity Creation of a joint stock company step by step instructions

Closed joint-stock companies are now called non-public, but their essence has not changed from this. The "limited" JSC form is still the third most popular form in the business environment. The general scheme for registering a non-public organization as a whole has remained the same, but some nuances have appeared.

CJSC and NAO: what has changed?

is a legal entity that does not have the right to openly place or circulate securities. However, unlike CJSC, NAO no longer sets a shareholder limit. If an old-style CJSC could have no more than 50 participants, then in a non-public company there can be as many shareholders as you like.

Another change concerns the size of the authorized capital. The minimum amount of the capital when registering a CJSC was 10 thousand rubles, but now the exact initial amount of the capital of the NAO is not established in the law. It would seem that since there are practically no differences between the old and the new form of societies, it is necessary to focus on the same amount - 10 thousand. This is not entirely true. The explanatory note to Law No. 99-FZ says that the legislator tried to get away from the unjustified form of CJSC, so the old provisions cannot be unconditionally extended to new NAO. There are no restrictions on the Criminal Code in the Civil Code either, so we can conclude that there is no minimum capital for the NAO.

What is typical for NAO:

they have the right to independently regulate the administration within the company;
NAOs can allocate control rights without disclosing details of the allocation processes;
and non-public companies have the right to freely distribute the powers of administrative bodies and elect members of the board of directors.

All this is great, but non-public companies have their drawbacks:

when opening a company, one has to go through a double registration procedure - first of the company itself, and then the issue of shares;
the volume of "paperwork" and the number of operating costs (for maintaining the register, notarization of decisions of the meeting of shareholders, etc.) increase.

Let's move on to the state process. NAO registration.

Registration of a non-public company: preparatory stage

At this stage, it is necessary to solve preliminary organizational issues:

come up with a company name;
choose an office and decide on a legal address (you can still buy this address by concluding a postal service agreement);
choose the taxation system that suits you best;
decide on the head and chief accountant of the company (it can be the same person);
choose a registrar who will be in charge of the registry.

Having dealt with the "small things", you can proceed to the next stage.

Holding a constituent assembly

The meeting of founders is a formal procedure during which the decision to establish a non-public joint-stock company is approved. In addition to the decision, it is necessary to adopt the Charter of the company and sign an agreement on the creation of a company (if there is only one founder, then an agreement is not required).

The charter is the main act that determines the way the company operates and establishes the responsibility of managers. This document should not be taken lightly. Of course, you can simply take a formal sample (which content is limited to basic data about the name and address of the company, as well as the procedure for managing its activities), slightly correct it and sign it. Nevertheless, it is better to specify the following provisions in the Charter as much as possible:

on the distribution of income;
on the limits of property liability of participants;
on the conditions for conducting an audit of financial statements;
on the competence of the collegial body of management of the company;
on the organization of general meetings and the procedure for holding them;
on the procedure for acquiring securities, the principles of their distribution in the authorized capital;
on limiting the maximum number of shares and votes per participant;
preemptive right to purchase shares.

It is at this stage that the initial questions about the placement of shares, their categories, nominal value, types, and payment procedure are resolved.

So, the meeting was held, and the Charter was drawn up. Now you need to start preparing documents for registration.

Collection and submission of documents

Few papers needed:

agreement on the establishment of JSC;
Charter of a non-public JSC (two copies - one of them will be returned to you later);
a receipt for payment of the state duty (the amount of the duty is 4 thousand rubles);
an application in the form P11001 (the main act, on the basis of which a decision is made on the registration of a new legal entity - your NAO);
documents to the address of the company - for example, a letter of guarantee (the legislator does not require documents of this kind to be provided without fail, but it is still better to play it safe and attach them to the application).

An important point: when registering a non-public JSC, all founders are considered as applicants. This means that each participant must put his signature on the application. All signatures must be notarized. If you plan to apply not in person, but through a representative, take care of drawing up a power of attorney. It must also be notarized.

All collected documents are submitted to the IFTS branch at the location of the company (in accordance with the legal address) or at the location (residence) of one of the applicants. Papers can be sent through the online service of the tax service or by mail, but it is better to visit the tax authorities in person - this is more reliable. If everything is in order with the papers and the inspectors do not find errors and shortcomings in them, after 5 days you will be able to receive a certificate of state registration at the same department of the Federal Tax Service Inspectorate. registration of your company, one copy of the Charter and an extract from the Unified State Register of Legal Entities. This completes the process of registering a non-public company. Do not forget to get a letter of statistics, make a seal, open a bank account and register the company with extra-budgetary funds.

Do not forget that tax officials are extremely meticulous in checking documents for correctness. If you fill out any item “wrongly” in the application, the papers will be returned to you for alteration.

The easiest way is to entrust the execution of documents to some good law firm - professional lawyers already have a hand full of work with "paperwork", and they clearly understand how to register a non-public company on the first try.

Final stage: formation of authorized capital and issue

The authorized capital (UK) of a non-public company is divided into a certain number of shares, i.e. valuable papers. To form a management company, it is necessary to issue securities. The issue is registered by the Central Bank of the Russian Federation.

To register the issue, you will have to collect a whole bunch of documents:

application for state registration of the issue of securities (and report on the results of the issue);
issuer questionnaire;
agreement on the establishment of JSC (copy);
JSC registration certificate (copy);
one copy of the Charter (copy);
decision on the issue of shares in triplicate;
receipt of payment of the state duty for registration of the issue;
certificate of the issuer on payment of the UK;
extract from the minutes of the meeting of the founders of the company (copy);
an extract from the minutes of the meeting of founders, at which the decision on the issue was approved;
report on the results of the issue in triplicate;
an extract from the decision of the governing body or the minutes of the meeting, in which the report on the results of the issue was approved;
an inventory in the form of Appendix 3 of the emission standards;
covering letter.

When preparing papers, the following nuances should be taken into account:

if you provide an extract from acts (minutes, decisions, etc.), then it must contain the results of voting (and, accordingly, the fact that there is a quorum);
if the payment for the shares was carried out in a form other than cash, you need to submit a copy of the appraiser's report (and if it concerns real estate, then a copy of the papers confirming ownership);
all copies must be certified by the head of the organization or a notary (preferably both);
documents consisting of several sheets must be stitched and numbered;
issue registration period - 30 days from the date of registration of the NJSC;
the offering price of shares may exceed their par value;
the date of placement of shares is always the date of registration of the company;
shares are placed by distributing them among the participants (if there is only one participant, then by buying all the shares).

All this must be submitted to the territorial branch of the Central Bank. You can specify the address of a suitable branch on the official website of the Central Bank in the reference section (or by calling the phone number indicated on the same website).

As you can see, the main difficulty lies precisely in the registration of the issue. If you can create a legal entity in just a couple of weeks, then it will take longer to deal with the issue of shares and the formation of authorized capital.

It should be borne in mind that the “transitional period” after the September innovations has not yet ended. It is possible that during registration there may be difficulties and misunderstandings both with the tax authorities and with representatives of the Central Bank. Let's hope that the difficulties associated with the legislative framework will soon be finally overcome.

Mandatory nature of state registration

A joint-stock company, like any other legal entity, is subject to mandatory state registration with the body that carries out state registration of legal entities. The procedure for registration is determined by federal law No. 129 dated August 8, 2001 “On State Registration of Legal Entities”. State registration of legal entities is carried out by the federal executive body at the location of the legal entity or its permanent executive body.

In accordance with Decree of the Government of the Russian Federation No. 319 dated May 17, 2002, adopted in pursuance of this law, the functions of the authorized federal executive body responsible for state registration of legal entities are assigned to the Federal Tax Service. State registration of legal entities with tax authorities is carried out upon their creation, reorganization, liquidation, amendments to constituent documents, amendments relating to information about a legal entity, but not related to amendments to constituent documents.

State registration- this is a check by the state of the procedures for the creation, reorganization or liquidation of legal entities for their compliance with current legislation, as well as the registration of all legal entities in the state register.

Specifics of state registration of a joint-stock company. Unlike any other legal entities, a joint-stock company is not just a legal entity, but a legal entity that issues its shares into circulation, which make up its authorized capital.

For this reason, the state registration of a joint-stock company has a dual character. A joint-stock company, upon its creation, must be simultaneously registered as a legal entity and an issuer of shares.

Registration as a legal entity is carried out by state registration authorities, and registration of the issue of shares of a joint-stock company is carried out by the Federal Service for Financial Markets (FFMS).

State registration procedure

The state registration of a joint-stock company is a strictly formal procedure, both in terms of the list of documents to be submitted, their content, and in the order in which they are considered and an appropriate decision is made. An exemplary scheme for registering a joint-stock company is shown in fig. 4.

List of documents required for state registration

For state registration, when establishing a joint-stock company, it is necessary to prepare and submit to the registration authority the following documents:

application for state registration. The application confirms that the submitted constituent documents comply with the requirements for constituent documents established by Russian legislation, the information contained in the submitted documents is reliable and that the established procedure for its establishment was observed when creating a joint-stock company;
a decision on the establishment of a joint stock company in the form of a founders' agreement, and in the case of the establishment of a company by one person - his decision on the establishment of a joint stock company;
the charter of the joint-stock company, approved by the founders;
document confirming the payment of the state registration fee.

If there are foreign legal entities among the founders of the joint-stock company to be created, then it is necessary to additionally provide an extract from the register of foreign legal entities of the corresponding country of origin.

Upon state registration of a joint-stock company created by reorganization, instead of a decision on the creation of a company, a decision on the reorganization of a joint-stock company is provided, as well as a merger or accession agreement in cases provided for by federal laws, and a deed of transfer or a separation balance sheet.

Organization of the registration procedure

Registration documents are submitted to the registering body by a person authorized by the founders directly or sent by mail with a declared value when it is sent and a description of the attachment.

A person authorized by the founders may be:

head of the permanent executive body of the joint-stock company;
the founder (founders) of a joint-stock company upon its creation;
the head of the legal entity acting as the founder of the registered legal entity;
the bankruptcy trustee or the head of the liquidation commission during the liquidation of the joint-stock company;
other person acting on the basis of a power of attorney or other authority.

Registration of a joint-stock company as a legal entity is carried out by the registering body no later than five working days from the date of submission of the necessary documents.

The decision on state registration adopted by the registering body is the basis for making an appropriate entry in the state register containing complete information on the creation, reorganization and liquidation of legal entities.

The moment of state registration is the making by the registering body of an appropriate entry in the state register.

Within 15 days after the registration of a joint-stock company, the Federal Antimonopoly Service must be notified of this if the total assets of the founders are more than 100,000 of the established minimum wages.

Registration of the reorganization of a joint-stock company in the form of a merger also requires prior approval from the Ministry of Antimonopoly Policy, if the assets of the merging companies in total exceed the specified amount.

Denial of registration

Refusal to register is allowed only in cases of non-compliance of the composition of the submitted documents and the composition of the information contained in them with the provisions of the current regulations.

The decision to refuse state registration with the rationale for the refusal is sent to the authorized person indicated in the application for state registration.

State registration of amendments to the charter. All changes in the constituent documents of the company are also subject to state registration. State registration of changes made to the constituent documents of a joint-stock company, and (or) the introduction of changes in the state register regarding information about it, but not related to the introduction of changes to the constituent documents, is carried out by the registering body at the location of the company.

Registration of the issue of shares established by the joint-stock company. A joint-stock company being established is not only a legal entity, but also an issuer of its shares, and the issue of the latter is subject to mandatory registration by law. Therefore, when establishing a joint-stock company, but after its state registration as a legal entity, it is necessary to register the issue of its shares with the Federal Financial Markets Service (FFMS) or its regional branches.

The list of required documents, their content and the procedure for consideration by the FFMS will be discussed in more detail in one of the subsequent chapters. State registration of the issue of shares is a necessary condition for the establishment of a joint-stock company. Its absence serves as a basis for the FFMS and its regional branches to apply to the court with a claim for the liquidation of the joint-stock company as a legal entity.

Completion of registration procedures

Strictly speaking, the registration of a joint-stock company as a legal entity and as an issuer does not cover all aspects of its registration as a full-fledged market participant and a civil society entity as a whole. A joint stock company is a mandatory taxpayer, it must make mandatory payments for payments to pension funds, provide information to the statistical authorities of the country, etc.

In those cases where the specified registration is mandatory by law, the joint-stock company must also register with the relevant organizations.

According to modern Russian practice, the registration of an established joint-stock company is completed by the following registration actions:

obtaining a statistical code (identification number) from the State Statistical Office;
registration with the tax office;
registration with the State Pension Fund, employment funds, health insurance and social protection.

Services for the registration of joint-stock companies. As a rule, the founders of a joint-stock company have only an approximate idea of the procedure for its registration, the documents required for this, the timing and
etc.

The whole process of state registration of a joint-stock company being founded requires quite a lot of time, which the founders usually do not have, since they are busy with their own business. The latter often prefer to entrust the preparation of the documents necessary for registration and their passage in the relevant authorities to law firms that specialize in providing this kind of service.

The legal agency CB "Egida" provides services for the state registration of a joint-stock company (joint stock company) - we help to draw up the entire package of documents for opening a joint-stock company (CJSC) since 1998. We work with customers from Moscow and Moscow Region, other regions of the Russian Federation, foreign citizens and legal entities. Registration of the issue of shares is included in the cost of the service.

Our advantages

Special offer:

We will open a current account in any partner bank free of charge, provided that the General Director is not a "mass" and does not have a dubious history.

Partner banks: SBERBANK, Alfa-Bank, Promsvyazbank, VTB Bank, Tinkoff Bank

Registration of JSC (joint stock company) - cost

The cost of our services for the registration of JSC (joint stock company)
(registration of the issue of shares is included in the price)

	JSC Registration Service	Price
1	One Founder, UK Money	25 000 rubles	Order
2	One Founder, UK property	30 000 rubles	Order
3	Several Founders, UK money, Board of Directors will be formed	35 000 rubles	Order
4	Several founders, UK money There will be no board of directors	from 46 000 rubles	Order

For this money, we will prepare documents, submit and receive them from the tax office, make a seal, open a bank account, register with the Pension Fund and the Social Insurance Fund, transfer the register to an independent registrar and register the issue of shares. In fact, this is the cost of a turnkey service.

Difficulty surcharge

JSC registration deadlines

In reality, it takes about 2 months to register a joint-stock company. However, after the registration of the joint-stock company with the tax office and the opening of the account, you will be able to fully carry out activities, we will only have to technically complete the remaining documents.

Overhead costs for JSC registration

Overhead costs for JSC registration	Price
State duty for state registration	4 000 rubles
Notary expenses to certify the application and power of attorney in the IFTS	from 2 960 rubles
State duty for registration of the issue of shares in the Central Bank	35 000 rubles
Notary fees for making copies for the Registrar	≈ 800 rubles
Expenses for the transfer of the register to the Registrar	from 400 to 2,000 rubles (according to the Registrar's tariffs)
Expenses for a Notary or Registrar during the Meeting of Shareholders to approve the issue of shares (occur if there are several shareholders in the JSC, but the Board of Directors is not formed)	from 10 000 rubles (according to the tariffs of the Registrar or Notary)

The cost of the JSC Registration service includes:

Oral consultation
Preparation of documents for registration of JSC
Support from our Notary
Submission of documents to the IFTS for registration
Obtaining registered documents from the IFTS
Making a seal
Obtaining documents in PF and FSS
Opening a bank account in a partner bank
Transfer of the register to an independent Registrar (Reestr JSC, NRK-R.O.S.T JSC, VTB Registrar JSC)
Registration of the issue of shares in the Central Bank

Operating procedure:

Consultation
We conclude a contract for services
Provide us with information for JSC Registration
We prepare a complete set of documents
Sign documents with us, including at the notary
We submit documents for registration in the IFTS
We receive registered documents in the IFTS
Making a print
We receive documents from PF and FSS
Opening a bank account in a partner bank
We transfer the register to the Registrar (Reestr JSC, NRK-R.O.S.T. JSC, VTB Registrar JSC)
We register the issue (issue) of shares in the Central Bank

Additional services for JSC Registration:

Additional services for JSC registration	Price
URGENT REGISTRATION:
Preparing documents on the same day (If you apply after 14-00 of the current day, the service is transferred to the next day)	10 000 rubles
Preparation of documents, certification by a notary and submission of documents for registration of a joint-stock company on the day of application. (If you apply after 12-00 of the current day, the service is transferred to the next day)	15 000 rubles
OPENING OF ACCOUNTS:
Opening a settlement account in SBERBANK	FOR FREE
Opening a settlement account in Alfa-Bank (a meeting with a bank employee is possible at our office or at your office, it is not necessary to visit a bank branch)	FOR FREE
Opening a settlement account in Promsvyazbank (a meeting with a bank employee is possible at our office or at your office, it is not necessary to visit a bank branch)	FOR FREE
Account opening in Tinkoff Bank (a meeting with a bank employee is possible at our office or at your office, it is not necessary to visit a bank branch)	FOR FREE
Account opening in VTB Bank (a meeting with a bank employee is possible at our office or at your office, it is not necessary to visit a bank branch)	FOR FREE
WORKING WITH REGISTRARS:
Transfer of the register of shareholders to JSC "Reestr"	FOR FREE
Transfer of the register of shareholders to JSC VTB Registrar	FOR FREE
Transfer of the register of shareholders to NRK - R.O.S.T JSC	FOR FREE
Transfer of the register of shareholders to other Registrars	from 8 000 rubles
ADDITIONALLY:
Provision of the Legal address and postal services at the Legal address	from 33 000 rubles
Making additional seals or security seals	from 1,000 rubles
Obtaining an extract from the Unified State Register of Legal Entities (with the stamp of the Federal Tax Service)	2 000 rubles
Courier services (we will pick up or deliver documents)	from 500 rubles

Documents and information we need to work

Contact numbers and e-mail (for us to contact you)
Name (full, abbreviated and, if necessary, foreign)
Types of activity (in your own words or wording for the Charter and / or OKVED codes)
Taxation system (simple, STS 6%, STS 15%)
Information about the Registrar (name, PSRN, TIN)
Authorized capital in rubles, the number of shares into which it is divided, distribution in % between the Founders
Legal address (the address will require supporting documents, a letter of guarantee from the owner and an extract from the USRN or a certificate of ownership)
Information about the General Director (passport copy, personal TIN, phone, E-mail)
Information about the Accountant (full name)
Information about the members of the Council (only full name and which of them will be the Chairman) *
Information about the members of the Audit Commission (only full name and which of them will be the Chairman) *
Founder Information:
1. Citizens of the Russian Federation- copy of passport, personal TIN, phone, E-mail
2. Foreign citizens- notarized translation of the passport, place of residence, telephone, E-mail
3. Russian legal entities- card with details, phone, E-mail
4. Foreign legal entities- a card with details in Russian and a foreign language, a notarized translation of apostilled constituent documents, a power of attorney for a representative in the Russian Federation, telephone, E-mail

* The Board of Directors and the Audit Commission may not be elected

Documents registered by JSC, which you will receive in your hands:

Protocol or Decision establishing JSC
Agreement on the establishment of a JSC (if there are several Founders)
List of entries in the Unified State Register of Legal Entities
Extract from the Unified State Register of Legal Entities
Certificate of tax registration (TIN)
Charter
Seal
Orders for the General Director and Chief Accountant
Notification from statistics
Notification from the FIU
Notice from the FSS
Application for the transition to the simplified tax system with the IFTS mark (if you have chosen the simplified tax system)
Bank agreement
Agreement with the Registrar
Minutes or decision of the Shareholder on approval of the Decision on the issue of shares
Notice of state registration of the issue of securities
Decision to issue shares
Report on the results of the issue of securities

Helpful information

Questions and answers

Question: What legislation regulates the activities of JSC?

Answer:

Civil Code of the Russian Federation, articles 96-104
Federal Law "On Joint Stock Companies" dated December 26, 1995 N 208-FZ
Federal Law "On the Securities Market" dated April 22, 1996 N 39-FZ
Regulations on Securities Issue Standards, Procedure for State Registration of an Issue (Additional Issue) of Equity Securities, State Registration of Reports on the Results of an Issue (Additional Issue) of Equity Securities and Registration of Securities Prospectuses (approved by the Bank of Russia on August 11, 2014 N 428-P ) (Registered in the Ministry of Justice of Russia on 09.09.2014 N 34005)

Question: How many shareholders can there be in a JSC?

Answer:

The current legislation lifted restrictions on the number of shareholders in a Joint Stock Company. An ordinary (non-public) joint-stock company can now have shareholders in the amount from one to infinity.

Question: When do I need to submit documents for registering shares with the Central Bank?

Answer:

Within 30 calendar days from the date of state registration of the JSC, you need to submit documents to the Central Bank for registration of shares. It is very important to have time to submit documents within these deadlines, for their violation administrative liability of the JSC (a fine of up to 700,000 rubles) and its Director is provided. If, for some reason, the set of documents is not fully assembled, we recommend that you submit what you have, and then bring the rest, the deadlines will not be violated.

Question: When should the authorized capital be paid?

Answer:

The company's shares distributed during its establishment must be fully paid up within a year from the date of state registration of the company, unless a shorter period is provided for by the company's founding agreement. At least 50 percent of the company's shares distributed during its establishment must be paid for within three months from the date of state registration of the company.

Question: How long does it take to conclude an agreement with the Registrar?

Answer:

Within 30 calendar days from the date of state registration of JSC. It is very important to have time to conclude an agreement within this period, since the administrative responsibility of the JSC and its Director is provided for its violation.

Answer:

The board of directors allows you to quickly make a decision. For example, you need to change the director or address in the JSC, the meeting of shareholders needs to be called according to the procedure and held at the Registrar or Notary, it will take about a month, and the Board of Directors can meet “instantly” and immediately make a decision. If there is a single shareholder in the JSC, the meeting is not necessary, he can make a decision “instantly”.

Question: Are shareholders visible in the Unified State Register of Legal Entities?

Answer:

If a shareholder established a JSC, then information about him will be visible in the Unified State Register of Legal Entities, if the shareholder bought shares, but he will not be visible in the Unified State Register of Legal Entities. Quote from an extract from the Unified State Register of Legal Entities: In accordance with the legislation of the Russian Federation on state registration of legal entities, the Unified State Register of Legal Entities contains information about the founders of a joint-stock company, and not about its shareholders. Information about the shareholders of the company is reflected in the register of shareholders, the holder of which is the registrar.

Question: What are declared shares?

Answer:

JSC has placed and announced shares. Placed shares are shares already acquired by someone. Declared shares are those shares that can be placed and at their expense increase the authorized capital.

Question: Can a joint-stock company be on the simplified tax system?

Answer:

Yes, JSC can use any tax regime

Question: What is the fundamental difference between JSC and LLC?

Answer:

If we compare the laws on LLCs and on JSCs, the law on JSCs is several times thicker, all procedures are spelled out in it in more detail and more clearly.
Unlike an LLC, a joint-stock company does not provide for a shareholder to leave the company, he can only sell or donate his shares. In an LLC, a member of the company can at any time write an application for withdrawal from the company, and he must be paid the actual value of his share, so the withdrawing member can bring down the activities of the company.
ERUL does not contain information about the shareholders of JSC, information about the owners of shares is not visible in open sources

Question: What should be done in a joint-stock company besides the usual reporting?

Answer:

The joint-stock company provides for a mandatory annual audit, for failure to conduct an audit, administrative liability is provided for the joint-stock company and its director.

Advantages of doing business in the form of JSC

Since 2014, JSCs include all Joint Stock Companies that do not have signs of publicity: they do not place shares by open subscription, and do not indicate the abbreviation PJSC in their name. In terms of legal status, non-public joint-stock companies are close to LLCs, which determines their attractiveness for doing business.

When choosing to register a legal entity as a JSC, the founders count on the following advantages:

the withdrawal of the Shareholder from the company occurs by selling shares and does not entail the allocation of a property share or the payment of money to the Company itself.
the list of shareholders maintained by the registrar is kept secret (data from the Unified State Register of Legal Entities with a list of LLC participants are in the public domain);
speed of change of ownership - the sale of shares can be executed in a few hours.

JSC registration stages

Deciding on the establishment of JSC, approval of the Charter.
Registration of JSC in the Federal Tax Service and registration in off-budget funds.
Opening a bank account, payment of the authorized capital, conclusion of an agreement with a registrar (registrant).
Deciding to approve the issue (issue) of shares.
Registration of the issue (issue) of shares with the Central Bank of the Russian Federation.

Registration of JSC in the tax office is carried out according to the same rules as for other legal entities. At the same time, special attention is paid to the development of the Charter. It may include provisions on the management of the Company, on the pre-emptive right to buy back shares. The charter is carefully checked by the Central Bank of the Russian Federation for compliance with the law, and its development requires the participation of experienced lawyers.

Registration of share issue (issue)

Within a month after the registration of the joint-stock company and receipt of documents from the tax office, it is necessary to start registering the issue of shares. This is a complex procedure, the procedure for which is regulated by the laws on joint-stock companies and on the securities market. It includes the following steps.

Approval of the Decision on the issue of shares (securities).
Approval of the Report on the results of the issue of securities.
State registration of the issue of shares in the Central Bank of the Russian Federation.
Receipt of a Notification on the state registration of the issue and a report on the results of the issue of securities.

Violation of the terms of the issue (late filing for registration) entails administrative liability: a fine of up to 30 thousand rubles for the head and up to 700 thousand rubles for the joint-stock company.

The placement of shares during the registration of a JSC is carried out in two ways:

Acquisition of shares by the sole founder of a joint-stock company.
Distribution of shares among the founders of the joint-stock company.

JSC registration service on a turnkey basis

Our company ensures the creation of a joint-stock company from scratch to the completion of the procedure. The fact that we specialize in joint-stock companies and 20 years of experience serve as a guarantee of providing the service with the highest quality and in the shortest possible time. Full registration of JSC, the cost of which is from 20,900 rubles, includes:

free consultation - consideration of the most beneficial option for the client, taking into account his needs;
development of constituent documents, preparation of an application, certification by a notary and transfer to the Federal Tax Service;
receipt of registered documents, record sheet, Charter, etc., provision of a ready-made package of documents to the client;
registration of the issue (issue) of shares in accordance with the current legislation.

Properly conducted registration of a JSC, the price of which is affordable for most entrepreneurs, saves time and minimizes the risk of being refused by the tax authorities. If necessary, we offer express processing with the submission of documents on the same day.

Let's start with the definition of AO. If until 2014 the term JSC was common to all joint-stock companies and fell into two types: CJSC (a closed joint-stock company, whose shares could only be distributed by closed subscription, among a predetermined circle of persons) and OJSC (an open joint-stock company that had the right to distribute shares by public subscription, among an unlimited number of persons), then due to changes in legislation in 2014, a closed joint-stock company became simply a joint-stock company (JSC), and OJSC - PJSC (public joint-stock company).

This article provides step-by-step instructions for opening, creating and registering a JSC.

Plan (structure) of JSC registration:

Stage one, preliminary
Stage two. Preparation of documents for approval at the constituent assembly
Stage three. constituent Assembly
Stage four, applies if the authorized capital of the company (part of the authorized capital is paid by property)
Stage five. Directly registering a JSC with a tax authority (practically no different from registering other types of legal entities)
Stage six. Opening a current account and payment of the authorized capital
Stage seven. Conclusion of an agreement with the registrar for the maintenance of the register
Stage eight. Registration of the issue of shares in the Central Bank
Stage nine. Final

Preliminary.

You need to think and decide on the following questions:

Who will be the founder or founders.
What will be the name.
What will the Joint Stock Company do, select the types of activities according to OKVED.
Where the Joint Stock Company will be located (address location).
What will be the authorized capital, and how many shares will it be divided into.
Who will be the General Director of the company.
Will the Joint Stock Company have a Board of Directors or can it be dispensed with. Who will be on the Board of Directors, if it is formed, by name.
Will the Company have an Auditor (Audit Commission) or can it be dispensed with. Who will be the Auditor, if approved.
What will be the taxation system (OSNO or USNO).
Who will be the registrar (registrar) of the Company.
In which bank will the account be opened.

Preparation of documents for their approval at the constituent assembly.

It is necessary to prepare the following documents for approval at the founding meeting:

Agenda for the protocol (decision) on the establishment of the society.
Charter.
Agreement on the establishment of a company (if there are several founders).

Constituent Assembly.

At the founding meeting, the founders decide on the establishment of the company. If the joint-stock company is established by one person, the Decision of the sole founder is drawn up. If the joint-stock company is established by several persons, a constituent assembly is held, the Protocol of the constituent assembly is drawn up.

In the Minutes or the Decision, it is necessary to indicate the date, time and place of the meeting, the composition of the founders, a decision was unanimously adopted on a specific issue or by a majority of the founders.

At the founding meeting or by the decision of the sole founder, the following issues must be resolved:

The very fact of the creation of society;
Approval of the full and abbreviated name of the company;
Approval of the location of the Joint Stock Company and the address (location) of the permanent executive body;
Approval of the size of the authorized capital of the company, the number of shares into which it is divided, their nominal value and how they are distributed among the founders;
Election of a permanent sole executive body of the company - the General Director;
Formation or non-formation of the Board of Directors (Supervisory Board);
Election or non-election of members of the audit commission (auditor);
Approval of the registrar (registrar) of the company;
Approval of the Charter.

At the founding meeting, if there is more than one founder, the founding agreement is signed. This agreement describes as fully as possible the process of issuing and distributing shares among the founders. This information is necessary for the issue of shares to be registered by the Central Bank. The agreement terminates after the payment of all offered shares.

The approval of the charter of the company, and everything related to the monetary value of the authorized capital of the company, is approved by the founders unanimously. On other issues, a three-quarters vote is sufficient.

It is applied if the authorized capital of the company (part of the authorized capital) is paid in property.

The authorized capital of a joint-stock company is made up of the nominal value of the company's shares acquired by the shareholders.

The minimum authorized capital of a JSC is 10,000 rubles. But it's better to make it bigger, don't forget - you have to pay the state duty for registering the issue of shares.

In the event that the authorized capital is paid in property or partially in property, the property is assessed by an independent appraiser, from whom it is necessary to obtain at least two originals of the report on the market value of the property (one original is subsequently submitted to the tax authority for registration of the JSC).

If the authorized capital is paid only in cash, then this step is skipped and registration starts from the next step.

Directly registering a JSC with a tax authority (practically no different from registering other types of legal entities).

Before submitting documents to the tax office, the founders need to go to a notary - fill out an application in the form P11001 and pay the state duty for registration at any branch of Sberbank.

The following set of documents is submitted to the tax office:

Application for registration (form Р11001).
Protocol or Decision on the establishment of JSC.
Agreement on the establishment of a JSC (if there are several founders).
2 copies of the charter of the company.
Receipt of payment of the state duty - 4,000 rubles.
Documentary confirmation of the legal address.
Appraiser's report - the original (if the authorized capital is paid by property).
If necessary, a power of attorney.
If applicable - application for USNO (3 copies).

Documents can be obtained from the tax office in three working days in person or through a representative by proxy.

From the tax office you will receive the following documents:

Certificate of tax registration (TIN).
Unified State Register of Legal Entities.

Opening a current account and payment of the authorized capital.

By the time you open a current account, it is desirable to have already decided on the bank. The process of opening a current account takes from one to seven days, depending on the bank. A set of documents for opening a current account must be specified in the selected bank. As a rule, it includes a standard package of documents that allow to identify the organization (Decision or Protocol on the establishment, TIN certificate, record sheet, charter, order to appoint the head, copy of the head's passport).

It is highly desirable to pay the authorized capital immediately after the opening of the account.

Conclusion of an agreement with the registrar for the maintenance of the register.

The founders approve the choice of the registrar at the first meeting of the founders, which is reflected in the first decision (minutes) of the company.

Now you need to conclude an agreement with the registrar for the maintenance and storage of the register of securities holders. To conclude an agreement, the registrar must provide copies of all certificates and constituent documents, fill out applications and questionnaires. The exact list of the necessary and the procedure for concluding an agreement, it is better to find out directly from the registrar.

After completing the procedure for concluding a contract, you will have the following documents in your hands:

Agreement for the maintenance and storage of the register of holders of securities.
The act of acceptance and transfer of the register and documents related to the maintenance of the register of holders of securities.

Registration of the issue of shares in the Central Bank.

Documents for the initial issue are submitted no later than the thirtieth day after the registration of the joint-stock company with the Federal Tax Service. It is better to apply a few days earlier, for a delay in filing documents, a fine of 10 thousand to 700 thousand is possible. Fines are not collected in every case, but it makes sense to play it safe.

The documents required for the registration of shares are specified in 5.2., 5.5., 13.4, 13.7., 13.8 and 13.9. “Regulations on the Standards for the Issue of Securities, the Procedure for State Registration of an Issue (Additional Issue) of Equity Securities, State Registration of Reports on the Results of an Issue (Additional Issue) of Equity Securities and Registration of Securities Prospectuses”.

Together with the documents, a cover letter (2 copies, one will be marked as accepted) and a CD are submitted. The disk must contain the texts of the issuer's questionnaire, the decision on the issue of securities, the report on the issue of securities and the inventory of documents.

The amount of the state fee is 35 thousand rubles.

The term for consideration of documents is 20 days. If correctable deficiencies were identified in the documents, the consideration period is extended until these deficiencies are corrected by 30 days. If the shortcomings cannot be corrected, the Central Bank issues a refusal to issue shares. In general, newcomers will have to correct mistakes one way or another, it is impossible to take into account all the requirements the first time, and the Central Bank is loyal to this.

With a positive decision, the society will be given:

Notification of state registration of the issue and report on the results of the issue of securities.
Two copies of the decision on the issue of securities with a mark on its registration and the state number of the issue of securities.
Two copies of the report on the results of the issue of securities with a mark on its registration and the state number of the issue of securities.

Documents can be received by the director of the company or a courier with a power of attorney.

Important: keep these documents very carefully, if they are damaged or lost without a good reason, the Central Bank imposes significant fines.

Final.

After registration of the Issue of shares in the Central Bank, it is necessary to transfer the documents on the issue to your registrar:

Decision on the issue of shares - 1 copy, original;
Report on the results of the issue - 1 copy, original;
Notice of state registration - 1 copy, copy.