Agreement on the establishment of a joint-stock company. How to open a new joint-stock company in 2022?

Jan, 23 2024


A joint–stock company is an organizational and legal form of activity of an enterprise whose authorized capital is divided into a certain number of shares (shares). The owners of the shares, in turn, have the right to receive economic profit from the ownership of the asset (receiving dividends) and making decisions regarding the work of the company as a whole.

In turn, the agreement on the establishment of a joint-stock company is a document regulating the procedure for opening a new joint-stock company.

The need for an agreement on the establishment of a joint stock company

Such an agreement is required to be signed by several shareholders of an Open Joint Stock Company. At the same time, it is important to take into account that the agreement does not have the functions of a constituent document, but only fixes the functions and working procedure of the founders of the joint-stock company.

The content of the contract should reflect several important points, including:

  • The size and method of formation of the authorized capital, as well as the size of one share.
  • Type of shares issued.
  • Terms and procedure of payment of dividends.
  • Rights and obligations of the company’s participants.
  • Rules for making changes to the contract.

The agreement is signed by all participants of the Joint-stock company and in the presence of all shareholders.

The advantage of having an agreement on the establishment of a joint stock company

As we noted earlier, a shareholder agreement cannot be the main basis for the opening of a joint-stock company, but it has an undeniable advantage, which is the ability to reflect in the document the protective mechanisms against raider seizure. Such provisions cannot be included in the charter of the Joint Stock Company, despite the existence of such positive experience in foreign countries. In Russia, shareholders of joint-stock companies are increasingly resorting to the practice of introducing certain provisions into the contract that prevent an unfriendly takeover or merger.

One of the legal mechanisms for the protection of a joint-stock company is the presence in the contract of a clause on the creation of a step-by-step board of directors. The bottom line is that the structure of the management body, which includes 12 participants, is divided into three groups of four people. Thus, the first group of shareholders will take part in the meeting at the end of the year, and next year – the second. When using such a scheme, it will be difficult for attackers to get a majority of votes to carry out an unfriendly takeover.

However, it is important to take into account and prescribe in the agreement on the opening of the joint-stock company a number of nuances for the introduction of such a mechanism:

  • The number of such voting groups should not be less than three. Only in this case it is impossible to re-elect more than half of the shareholders and establish corporate control by unfriendly persons.
  • The shareholders’ agreement must contain a ban on holding new elections of the board of directors, except in certain situations.
  • The composition of the directors should remain unchanged.

Restrictions related to the agreement on the establishment of a joint-stock company

The Law “On Joint-Stock Companies” prohibits third parties not related to the activities of the future joint-stock company from becoming a participant in the joint-stock agreement.

The fact is that such situations can provoke disputes within the collective of shareholders of a joint stock company and become the cause of corporate conflicts. In some cases, the presence of a third-party signature may indicate data falsification. For example, an agreement may be drawn up retroactively to invalidate the minutes of the shareholders’ meeting.

If there are problems related to the drafting of the text of the agreement on the establishment of a joint-stock company, we recommend that you seek competent legal assistance. VALEN’s lawyers have extensive experience in working with shareholder agreements – the procedure and nuances of their drafting and signing.

Author of the article
Agreement on the establishment of a joint-stock company. How to open a new joint-stock company in 2022?
Valentina Khlavich
Managing Partner
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