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Finance and Statistics - Ковалева А.М.

12 FEATURES OF FINANCES OF JOINT-STOCK COMPANY

12.1 PRINCIPLES OF CREATING AND ACTIVITIES OF JOINT STOCK COMPANY, ROLE OF FINANCE

A joint-stock company (AO) is a commercial organizational and legal form of an association formed by a voluntary agreement of legal entities and individuals (including foreign ones) that have pooled their funds and issued shares for profit.

JSCs in Russia are established and operate in accordance with the Federal Law "On Joint Stock Companies" adopted by the State Duma on November 24, 1995 and put into effect on January 1, 1996. The Law on Joint Stock Companies proclaims the basis of the legal status of the JSC in accordance with the Civil Code The Russian Federation, which defines the main provisions of the JSC, their concept and types, the order of formation, establishes the general principles of the organization of management in the JSC.

Joint-stock companies are an integral part of the market economy. The securities issued by them are placed between enterprises, organizations, and also by individual citizens.

Equity is one of the ways of privatization.

Establishment of a joint stock company. JSC is formed by the founders in the person of Russian and foreign legal entities and individuals, the number of which is not limited. In the presence of all founders (or their representatives), a constituent assembly is held, at which the company's charter is approved and governing bodies are elected. Decisions are taken 3/4 of votes, with one share giving one vote.

JSC is subject to state registration in the relevant body in the current order.

If amendments and additions are made to the charter of the JSC, they are subject to state registration in the same manner. In accordance with regulatory enactments, simultaneously with the application for registration, a one-time fee is collected, which is not refundable if the registration is refused.

JSC, whose participants are foreign legal entities and individuals, are subject to registration in accordance with the legislation on foreign investment.

JSC in the person of commercial banks and other credit institutions are registered by the Central Bank of the Russian Federation in accordance with the banking legislation.

After the registration of the JSC its founders have the right to participate on behalf of the company in economic activities.

Documents for the registration of the joint-stock company. The registration body submits an application of founders for registration, which is left and signed by the founders. The application shall contain the following information: name of the JSC; legal address; Purpose of creation and main activities; Responsibility of shareholders; The amount of the authorized capital; The name and legal addresses of the founders; Number of shares acquired by the founders. In addition to the application to the registration authority, the minutes of the constituent assembly are submitted.

An important document for registration is the charter of the JSC approved by the constituent assembly. The charter reflects the type of society; The subject and purpose of its activities; Composition of founders (participants); Brand name and location; The amount of the authorized capital; Order of distribution of profit and compensation of losses; Responsibility of shareholders for obligations. In addition, the charter of the AO contains information about the issued shares, namely: the categories of shares and their ratio, the nominal value, the consequences of default on obligations to buy shares. Their structure and competence, the procedure for making decisions, as well as a list of issues to be resolved unanimously or by a qualified majority.

Types of joint-stock companies. AO can be of an open and closed type. The difference between them is that the authorized capital of an open joint-stock company is formed by the sale of shares in the form of an open subscription, and in a closed type joint-stock company the authorized capital is formed only at the expense of the founders' contributions, that is, shares are not received for open sale.

In open joint stock companies, shares may be transferred from hand to hand without the consent of other shareholders of this company. In a closed joint stock company, a shareholder has the right to sell its shares, but other shareholders of the same company enjoy the preemptive right to purchase these shares on terms that have been determined by agreement with another person. If shareholders have not exercised their pre-emptive right to purchase shares, then the company can redeem these shares if there is an appropriate provision of the charter.

The term for exercising such a preemptive right to purchase shares is not less than 30 and not more than 60 days after the application for the sale of shares.

The number and composition of AO shareholders is not limited. In a closed JSC, the number of shareholders holding ordinary shares should not exceed 50. If this limit is overestimated, the company within one year shall be transformed into an open one. Otherwise, the joint-stock company must be liquidated in court.

The activity of joint-stock companies of the open and closed type is carried out on the following unified principles. Each joint-stock company has full economic independence both in payment of labor, and in setting prices, the procedure for distributing net profit and other types of entrepreneurial activity. At the same time JSC is responsible for its obligations with all property, but is not responsible for the obligations of shareholders. AO, being a legal entity, has a corporate name, round seal and operates without a time limit, the JSC has the right to carry out any kind of economic activity in accordance with the law.

Entrepreneurship in such sectors as the defense industry, extraction of precious and rare metals, minerals, raw materials, timber, furs, is carried out on the basis of the permission of the Government of the Russian Federation,

The annual report on the work of the JSC and the balance sheet are published annually in the mass media. Along with this, for the information of shareholders, the profit and loss account, the issue prospectus of the company's shares and other current information are published.

If JSC is not responsible for the obligations of shareholders, then shareholders are accountable for the obligations of the company only within the personal contribution to the capital, i.e. Within the value of their shares.

Shareholders have no right to demand the return of their deposits, except for cases stipulated by the charter of the joint stock company.

If the activities of the AO cause damage, which led to the insolvency of the company, then in the presence of fraudulent actions by managers, shareholders or other persons, the court may assign to them the responsibility for compensation of the damage caused.

Branches and subsidiaries. Any joint-stock company has the right not only to participate in the capital of other companies, but also to open branches and representative offices (including abroad), as well as to have subsidiaries and dependent companies. Branches and representative offices are not legal entities and act on behalf of the company. They make up their own balance sheet, which is part of the balance sheet of the JSC. The company that created the branch and representative office is responsible for their activities.

A subsidiary company is a company in whose authorized capital the dominant participation is held by the parent company or if a corresponding agreement is concluded between them. The subsidiary company is not liable for the obligations of the JSC. A dependent company is one that has more than 20% of the voting shares of JSCs or 20% of the authorized capital of a limited liability company.

The relationship between the subsidiary and an associate with the main joint-stock company is regulated by the law on joint-stock companies.

The process of creating and operating an AO is mediated by financial relations.

Finance of a joint-stock company is a monetary relationship arising at all stages of the creation, operation, reorganization and liquidation of joint-stock companies.

The role of finance of joint-stock companies is multifaceted: they cover monetary relations with the founders of the society, the labor collective, suppliers, buyers, the budget, banks, extrabudgetary, insurance and other organizations.

Thus, the finance of the AO functions in the process of purchasing raw materials, materials and other goods and materials, selling the products (services), investing, forming the share capital and reserves, creating and distributing profits, paying dividends on shares and interest on bonds , In the process of paying taxes to the budget, with the receipt and repayment of loans, with contributions to extra-budgetary funds, etc.

Thus, the AO's finances function as the formation of monetary capital (authorized capital, working capital, incomes, profits, reserves and other funds), the distribution of these funds and the control over their creation and use.