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Registration of a joint-stock company with the issue of shares
Joint-stock companies are subject to state registration in the Federal Tax Service according to Federal Law № 129 from August 8, 2001 “On State Registration of Legal Entities”. AO can be created by a single founder or several persons. Information about it should be contained in the charter of the company. A Joint Stock company cannot have as its sole participant another economic company consisting of one person.
Creation of a joint-stock company
The procedure of creation of a joint-stock company through the establishment includes the following steps:
- preparation of an agreement on the establishment of a joint-stock company in case of the establishment of a company by several persons;
- preparation of the draft charter of the joint-stock company;
- preparation of a list of candidates for management bodies and other authorities of the AO (we recommend receiving information in advance about the disqualification of a candidate for the position of the sole executive body of the AO);
- preparation of a decision on the establishment of an AO;
- And preparation of an application for registration of a legal entity being created.
An application for registration of an AO that will be created as a legal entity with documents attached to it may be applied to the tax office by its founder, manager or other person acting on the basis of power of attorney. The accuracy of the applied documents as well as the reliability of the information indicated in them are the grounds for registering an AO. If the documents contain errors or inconsistencies, including minor or formal ones, the registration of the AO will be denied. Consequently, it is important to use professional approach in the described procedure.
Issue of the shares distributed upon the establishment of a joint-stock company
According to article 7 of the Federal Law "On Joint Stock Companies" AO can be public or non-public, which is indicated in its charter and company name. A public company is able to distribute shares and equity securities. Shares are distributed among the founders of the joint-stock company and in case of the establishment of a joint-stock company by one person that shares will be distributed by their acquisition by the sole founder. In this case, the shares are considered distributed among the founders (acquired by the sole founder) of the AO on the day of the state registration of the joint-stock company before the state registration of their issue. Shares are distributed upon the establishment of a joint-stock company on the basis of an agreement on its creation and in case of the establishment of a joint-stock company by one person it will be based on the decision on the establishment of a joint-stock company, that made by the sole founder of the joint-stock company.
The issue of shares upon the establishment is a necessary step in the creation of any joint stock company. Shares that have not passed state registration cannot participate in circulation. Lack of state registration of shares also leads to the impossibility of the shareholders to exercise their rights. Documents for the state registration of the issue and a report on the results of the issue of shares that are distributed among the founders (or acquired by the sole founder) of the AO upon its establishment must be applied to the registering authority no later than 30 days after the date of state registration of the AO.
Procedure of issuing of the shares
The issue of shares includes the following steps:
- making a decision on the distribution of securities or another decision that is the ground for the distribution of securities (hereinafter referred to as the decision on the distribution of securities);
- approval of the decision on the issue (additional issue) of securities;
- state registration of an issue (additional issue) of securities or assignment of an identification number to an issue (additional issue) of securities; distribution of securities;
- state registration of a report on the results of an issue (additional issue) of securities or submission of a notice of the results of an issue (additional issue) of securities.
As a general rule, the procedure for the issue of shares ends with the state registration of a report on the results of the issue of securities (except for an issue upon the establishment, where the report is registered simultaneously with the decision to issue shares). Violation by the issuer of the order (procedure) for the issue of securities may cause an administrative fine on the issuer's officials that will be in the amount of ten thousand to thirty thousand rubles; for legal entities it will be from five hundred thousand to seven hundred thousand rubles, so a professional approach also is important here.
Advantages of working with us
Cooperation with the specialists of the Tsentralny Okrug Law Firm gives many opportunities:
- Consultations of specialists and free rapid assessment of documents;
- Full accompaniment of registration activities and other formalities;
- Money-back guarantee in case of the results will not be achieved;
- The current loyalty program for regular customers.
Due to our vast experience in the area of registration of legal entities, the lawyers of the Tsentralny Okrug Law Firm will be able to promptly and on agreed terms ensure the result on the registering a joint-stock company and issuing shares.
Author is Irina Minakova