Registration of shares of a joint stock company

Contents:

• Registration of JSC and issue of shares
• Additional issue of securities
• What features does the procedure have?
• Additional issue of shares through open subscription
• Results

The issue of shares for a joint stock company is one of the important stages in the formation of the company’s authorized capital. If an LLC forms its authorized capital through investments and its division into shares, then the JSC issues shares of a certain value. These securities are distributed among existing shareholders and other entities that are not formally related to the company. In this article we will examine in detail the issues of issuing securities.

Registration of JSC and issue of shares

The issue of shares is regulated by a number of regulations, including:

• Civil Code of the Russian Federation
• Law “On Joint Stock Companies”
• Regulations on the issue of securities No. 428-P

The issue of shares when opening a JSC is a mandatory event that affects PJSC and NPJSC. There is a certain list of documents for the issue of securities. However, the main thing is to send the full package to the Central Bank of Russia. The regulator registers the fact of the start of the issue.

The basis for issuing shares is the decision of the general meeting of founders. It must be drawn up in accordance with the rules specified in Appendices 10-15 of the Regulations on the Issue of Securities No. 428-P. The document introduces the following features:

• The period for sending an application along with the necessary package of documents is 30 calendar days from the date of registration of the legal entity
• The issue and the report on its results are registered at the same time
• You cannot jointly register an issue upon establishment by distributing shares between the founders and issuing shares in other forms

Current legal norms state that the placement of shares when opening a joint stock company must occur among the founders on the day of state registration of the company. The placement of shares when opening a joint-stock company is carried out on the basis of a decision to open this joint-stock company, and in the case of its establishment by two or more persons, in accordance with the opening agreement. If the state registration of the joint-stock company has not occurred within a year from the date of registration of the issue of shares, then the decision to register this issue of shares will be declared invalid.

Documents for issuing shares

• Application for the issue of securities. It can be submitted to the Central Bank of the Russian Federation by a subject that is defined in the agreement on the creation of a company or in the decision on its establishment. This may be the founder or another person who is authorized to carry out registrations. It is important to include information about the joint-stock company, authorized capital, and method of obtaining documents in the application.
• A copy of the agreement on establishment or decision on the establishment of a joint stock company, depending on the number of founders.
• Decision to issue shares in triplicate
• List of documents
• Receipt for payment of state duty. Size 35,000 rubles.

Documents for state registration of a report on the results of the issue of shares of a joint-stock company upon its establishment must be submitted to the Bank of Russia within one month from the date of state registration of the joint-stock company.

Additional issue of securities

An additional issue or private subscription is a secondary issue of shares among existing shareholders. This is possible on the basis of clause 3 of Article 39 of the Law “On Joint Stock Companies”, as well as on the basis of clause 14.1 of the Regulations. The basis for this is the decision of the governing body regarding an increase in the number of shares. This is relevant for PJSC and NPJSC.

What features does the procedure have?

• The text of the decision must meet the requirements of clause 14.2 of the Regulations
• State registration of an issue requires additional documents, the list of which is determined by Chapter 15 of the Regulations
• The sources through which the issue of this form is allowed are previously undistributed profits, additional capital or previously unexhausted special funds
• Growth of the authorized capital is possible within limits not exceeding the difference between the assets of the company and its authorized capital
• Additional securities must be distributed to all existing shareholders in proportion to the shares they already own

The distribution of newly issued shares must be based on the entries in the relevant accounts contained in the register of shareholders.

Additional issue of shares through open subscription

The peculiarity of an additional issue through an open subscription is that such an opportunity is provided for private joint stock companies. This is stated in paragraph 2 of Art. 39 of the Law “On Joint Stock Companies”. IPAs cannot sell or gift their shares to third parties. This only applies to current shareholders.

In general, the issuance procedure is subject to general rules. The procedure begins by making a decision to increase the authorized capital, which, after collecting the necessary applications, is sent to the Central Bank of Russia, where it is registered if it complies with regulations.

Results

Any shares have a nominal price, which forms the authorized capital of the company. This is largely why the issue of issuing shares is decided upon opening a joint stock company. The issue of shares must go through registration with the Central Bank. The issue of additional shares by distribution among shareholders (closed subscription) can be carried out by any JSC on the basis of an extended resolution on the management company. Only an independent private joint stock company can issue additional shares through public subscription (sales by a third party).

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