In 2014, serious improvements were introduced regarding the activities of enterprises. Very often the question began to be heard in the media: “What is a PJSC instead of an OJSC?” In this article we will try to answer it, as well as consider the related innovations.
Since September 2014, amendments to the Civil Code of the Russian Federation have been adopted. They introduced innovations in the names, as well as some adjustments to the functioning various forms property. The question most often asked in business is: “What is a PJSC instead of an OJSC?”
The introduction of these changes is associated with the abolition of OJSC and CJSC, namely, a change in their names, that is, the concept of closed and open joint-stock companies has been abolished.
Instead, there will now be public and non-public societies. In essence, these will be the same associations of shareholders, but some aspects in their work will still change. So, according to the Civil Code of the Russian Federation, the following organizations will operate on the territory of the Russian Federation:
Public.
Non-public.
Non-public companies, in turn, will be divided into:
Joint-stock companies (abbreviated name AT).
Limited liability companies (short name LLC).
That is, the essence of the enterprise will remain the same, but the name will need to be changed.
Let's try to answer the question: "What is a PJSC instead of an OJSC?"
After the renaming, the activities of joint stock companies should become more open. In essence, it turns out that public societies will have to live up to their name. 
Previously, for the normal functioning of an OJSC or CJSC, it was enough for a company to place its shares and bonds on stock exchanges and make them available to everyone. This was usually done by legal departments or even hired firms.
But now the register of shares will have to be maintained by a special registrar.
Moreover, all meetings held by the enterprise should become more public. Mandatory notarization of all decisions made is also established. Certification of documents by a registrar is also allowed.
Significant changes are also noticeable in the need for annual audits. Previously, it was established only for JSCs, but now all joint-stock companies without exception are subject to mandatory annual audits.
An open joint-stock company, or as they used to say, an open joint-stock company, is an enterprise whose fixed capital was formed through the issue of corresponding shares and bonds. Before January 1, 1995, such enterprises were called “open joint stock companies.” 
At the legislative level, the publicity of such a society was already determined, that is, all information about it should have been available to all segments of the population.
In fact, an OJSC is a company that has many owners, in other words, shareholders or owners (holders) of shares. An example is Sberbank OJSC (now Sberbank PJSC).
To manage this company, a director or even several directors were hired, who, in turn, formed a board of directors.
OJSC, along with other enterprises, had the right to engage in all types of activities not prohibited on the territory Russian Federation.
PJSC (the decoding sounds like a public joint stock company) is a company whose shares must be publicly placed on the securities market.
In turn, this change (renaming OJSC to PJSC) imposed a number of obligations on the companies. A public joint stock company in the Unified State Register of Legal Entities must contain information that it is public.
From now on, open joint-stock companies have the right to exist, but they must amend their charter, submit minutes of the meeting of shareholders, as well as statements in the approved form to the registration authority.
After such changes are made, the activities of the former JSC will be slightly adjusted, as they will become public.
Such enterprises as Sberbank PJSC, Gazprom PJSC, and VTB PJSC have already made the corresponding changes to their charter documents. 
The clients of these organizations have no significant reasons for concern, because in essence, these are the same enterprises, with the same activities, only they have changed their name, in accordance with the norms of the current Civil Code of the Russian Federation.
The main differences between a PJSC and an OJSC are defined as follows:
1. Shareholders can be both ordinary citizens and enterprises of any form of ownership.
2. The number of shareholders is not limited.
3. Shares may be transferred to third parties without the consent of other shareholders. Right of first refusal is not permitted.
4. Reporting must be published.
5. Decisions made in PJSC must be in accordance with mandatory certified by notaries or registrars.
6. Annual audit. This rule is established for all joint stock companies without exception. 
The main difference between OJSC and PJSC is their name. Existing JSCs must undergo a re-registration procedure, although no clear time frame has been established for this.
If enterprises, for one reason or another, do not make the appropriate changes to their charter, from September 1, 2014, the provisions of the current Civil Code of the Russian Federation, regulating the activities of PJSC (interpretation - public joint-stock company), apply to them. 
In order to undergo state registration, in accordance with the amendments that have entered into force, tax authority must provide:
1. Application in form P 13001.
2. Minutes of the general meeting of shareholders.
3. Charter in new edition in the amount of two pieces.
There is no need to pay state duty. After the documents are submitted to the registration authority, after 5 working days it makes a decision on registration or sends a reasoned refusal. Such documents can be submitted either by the head of the enterprise or by a person with a power of attorney.
After the corresponding changes are registered, the renamed OJSC to PJSC will need to perform the following operations:
1. Change the corresponding name in all seals and stamps of the enterprise.
2. Notify all banking institutions about the change and re-register accounts.
3. Notify all your counterparties about the changes that have occurred.
4. Change your name in all publicly available sources.
1. An enterprise may have two or more directors. They can work both jointly and separately, but the powers of each of them must be specified in the company’s charter. But the chief accountant still remains alone.
2. The innovation affected the contribution to the authorized capital. Now the involvement of an independent appraiser is required. This is mandatory for joint stock companies.
Answering the question: “What is a PJSC instead of an OJSC?”, we can say that this is practically the same enterprise, only renamed. OJSC is an open joint-stock company, PJSC is a public joint-stock company. The main activities carried out by the OJSC remained the same, however, significant changes were made in some areas that were mandatory.
Both for the state and for society as a whole, the division of persons into individuals and legal entities has special importance. Moreover, it is a fundamental factor for many articles of the Civil, Administrative, Labor and other codes of the Russian Federation.
In order to take into account the interests of individuals as much as possible, you need to know whether this person is an individual or a legal entity. Legal capacity, risks, properties - for individuals and legal entities many differences. So, first let's look at these two concepts.
Individual is a person, with or without citizenship, who has responsibilities and rights simply because he exists. By virtue of his birth, he has legal capacity, and legal capacity is determined by his age. Legal capacity and legal capacity can only be limited by a court decision, or in accordance with the law.
Legal entity is an organization that has been registered in accordance with all the rules defined by law. This organization may have as its main goal both making a profit and simply working for a society or idea.
Legal entities, as a rule, have an organizational form. So, the most common form is an LLC, but a legal entity can also be a joint stock company, etc.
Let's consider the main differences between an individual and a legal entity.
A limited liability company is considered the most optimal organizational form when creating a company among entrepreneurs. Let's look at the main positive points in creating an LLC.
OOO - the simplest organizational form of all possible for opening an organization. However, even it has some disadvantages, which, compared to the advantages, do not seem so significant.
Thus, the number of company members cannot exceed 50 people. If the number of participants goes beyond this limit, then the entrepreneur must reorganize the company. Moreover, if the management structure of an LLC changes, then each change must be accompanied by amendments to the constituent documents.
From September 1, 2014 in Civil code Russian Federation entered amendments regarding non-profit organizations. In particular, a special closed liver for non-profit organizations was created.
Thus, non-profit organizations that were founded before September 1, 2014 were required to bring their name into compliance with this list at the first opportunity to make changes to the constituent documents.
This list includes the following types non-profit organizations:
The changes that were made to the Civil Code of the Russian Federation are primarily related to the fact that before them there was confusion in the forms of non-profit companies. Thus, the list of non-profit companies allowed for registration was expanded, and each form had its own rules.
The changes also affected the provision of profit-making by non-profit organizations. They were allowed to receive income, but for this the organization must have property worth at least 10 thousand rubles.
In other forms, the organization’s activities seem more complex process. OJSC, PJSC, CJSC have both disadvantages and advantages in relation to LLC. Let's look at the main ones.
Like LLCs, CJSCs, OJSCs and PJSCs, they accept as the main constituent document charter. In the case of a closed joint stock company, the registration process is more complex and involves not only making an entry in the Unified State Register of Legal Entities, but also registering with the Federal Financial Markets Service ( Federal service on financial markets) for the purpose of issuing shares. The authorized capital of a closed joint stock company, unlike an LLC, does not consist of shares, but of the number of shares of participants.
The number of participants in a CJSC can be any, as in OJSC and PJSC. LLC implies a number of participants of no more than 50 people. You can sell a share in an LLC based on the minutes of the general meeting of participants, while in a closed joint-stock company a participant must sell shares to other community members.
In the case of an OJSC, everything is a little simpler: upon leaving the company, a participant can sell shares both to its other participants and to complete strangers.
As a rule, when publishing about constituent documents there is no need to commit, while when creating a closed joint-stock company, publication of open reporting is required. OJSC, like LLC, does not imply publications.
PJSC is the least common form of non-profit organization only because the authorized capital of the company must be 1000 minimum sizes wages and more. There are no restrictions on the number of participants in PJSC. It is not obliged to publish reports publicly.
Thus, it is quite difficult for an inexperienced specialist to understand all aspects of the activities of the above-mentioned organizational forms of enterprises. To summarize, we can conclude that an LLC is suitable for small organizations that do not intend to issue shares and also scale their activities. If an entrepreneur has a really big business in mind, then a joint stock company is more suitable for him.
In order to start activities, regardless of the form of organization, the enterprise must be registered. Registration is a complex procedure and requires the entrepreneur to go through mandatory stages, regardless of the chosen form of ownership.
Thus, a package of documents for registration must be submitted to the Federal Tax Service. Documents are provided either personally by the entrepreneur or sent by mail. Also, one of the common methods of submitting documents is electronic document management.
The applicant for registration of any of the above-mentioned legal entities can be either the founder or the head of the future organization. Each document submitted to the tax office for registration, if it contains more than one sheet, must be bound and numbered, and also certified either by the founder himself or by a notary.
In order to register a legal entity, it is necessary to pay a fee in the amount of 4 thousand rubles. The date of submission of documents is the date when the Federal Tax Service received the package of papers for registration. As soon as the documents are accepted, information about them is entered into the registration book.
The applicant must be issued a receipt for receipt of documents. If he submitted the documents not in person, but by mail, then a receipt is sent to his address on the business day following receipt of the documents.
Registration is carried out within 5 working days, during which the tax office verifies the accuracy of the data provided for registration. After registration of the newly formed organization, a certificate is issued confirming the fact of its registration.
After registration with the Federal Tax Service, the tax office transmits documents for registration to off-budget funds, which in as soon as possible are registered new organization at home. The moment of registration is the date the enterprise is registered with the tax authority.
Sometimes registration is refused, and there is a several reasons:
After completing the registration process, the company, regardless of its form of ownership, is required to open a bank account and get a stamp.
Speech by Anton Sitnikov about LLC, OJSC and CJSC in the program “Stroeva.delo”.
Discussion of amendments to the Civil Code of the Russian Federation regarding the abolition of OJSC and CJSC began back in 2012. Thus, from September 1, 2014, such forms of organizations ceased to exist.
In addition, the change also affected ALC (additional liability company). Now, instead of OJSC and CJSC, there are public and non-public companies. Let's figure out what the difference between them is.
Public joint stock company is an organization whose shares must be placed on the securities market. Thus, anyone can purchase shares. Moreover, the organization must necessarily indicate in the charter and other constituent documents that it is public.
Organizations registered as a CJSC or OJSC before September 1, 2014 were required to make changes regarding their publicity or non-publicity as soon as possible after the adoption of the amendments.
Non-public joint stock company is an organization that does not place its shares on the securities market. Thus, only a limited number of persons can purchase shares.
On September 1, 2014, the ALC was also abolished; now it is a priori considered a non-public joint-stock company without the right to place shares on the securities market.
Changes applicable to such organizations increase the powers of the state to control them. Thus, each joint-stock company, regardless of its publicity, must undergo an annual audit of its activities, which was previously carried out only for open joint-stock companies.
If entrepreneurs do not care about placing their shares on the market, then a non-public joint stock company is more attractive to them in order to reduce reorganization costs and avoid new obligations regarding shares.
This video explains more about the conversion.
In the fall of 2014, changes to the Civil Code came into force in the Federation. They made adjustments to the names and operating principles of certain forms of ownership. Most often, people are interested in what a PJSC is instead of an OJSC. We must understand that at the legislative level the concepts of closed and open societies were simply abolished. Instead of them there will now be public and non-public. These will remain the same associations of shareholders, but some of the nuances of their work will change.
Open societies have the right to exist, but they must amend their charter and become public. Don’t worry about why organizations are renamed. These remain the same companies with the same rights and responsibilities; they simply change their organizational form in accordance with the changed requirements.
But after this renaming, their work is slightly adjusted, because the government has obliged them to make their activities more open. Understanding how a PJSC differs from an OJSC, it becomes clear that public companies are obliged to justify their new name. Previously, it was enough for OJSCs to openly place bonds and shares and make them available on stock exchanges. The activities of the JSC should be accompanied by a lawyer or law firm. Now a special registrar will have to maintain the register of shares. Meetings should also become more public, and all decisions made should be certified by a notary or registrar. The difference also becomes noticeable during the mandatory annual audit.
To carry out the renaming, it is necessary to make appropriate changes to the charter, write a statement and provide the minutes of the meeting of shareholders. At the same time, there is no need to pay a state fee for changes in the form of ownership. It is not legally established from what date renaming becomes mandatory. This can be done when other amendments are introduced to the charter. It was possible to change an OJSC to a PJSC as early as September 2014. But even if the company does not make the necessary amendments, the provisions of the Civil Code established for PJSC will still apply to it.
So, they didn’t delay, they made adjustments to the charter and PJSC Sberbank, Gazprom, MTS, and VTB Bank became. Their clients have no reason to worry, these are still the same organizations, they just changed the name in accordance with the requirements of the Civil Code. Renamed companies must receive a new seal and re-register bank accounts. They are also required to inform all of their counterparties about the changes. This does not mean that they will send emails to everyone, most will simply post information on the company website.
Public joint stock company is one of the key concepts of the new classification of business companies. It is distinguished by openness and transparency of investment processes, an unlimited number of shareholders, and more stringent regulations on corporate procedures. It is this form of ownership that most of the largest organizations in the Russian Federation choose.
The concept of “public joint-stock company (PJSC)” is relatively new in the civil legislation of Russia (introduced on September 1, 2014). It denotes a form of organization of a public company whose shareholders have the right to alienate their shares. Its main differences are
The definition of “public” means that this type The JSC must adhere to a policy of more complete disclosure of information compared to non-public disclosure. This helps to increase the transparency and attractiveness of investment processes (shares are placed and circulated among a wide range of people).
The structure of PJSC can be represented as follows (see Fig. 1)
To understand the features of the creation and activities of a PJSC, let’s compare it with other types of joint stock companies and consider examples of existing organizations with this form of ownership.
Since regulations contain several concepts that are close to each other in meaning, even among specialists in corporate law, debates about their legal interpretation continue. Many questions concern the differences between “new” PJSC and “old” OJSC. At first glance, “only the name has changed,” but this is not so (see Table 1)
| Comparison options | ||
|---|---|---|
| Disclosure |
|
|
| Advantage for purchasing shares and securities | It was possible to reflect in the charter the advantage of purchasing free shares by existing shareholders and security holders | |
| Maintaining a register, having a counting commission | It was allowed to maintain the register of shareholders on their own | The register is maintained by third-party organizations that have a license for this type of activity; the registrar is independent |
| Control | A board of directors was required if the number of shareholders exceeded 50 people | It is mandatory to form a collegial body of at least 5 members |
Thus, although the changes related to public joint stock companies do not seem fundamental, ignorance of them can significantly complicate the life of entrepreneurs who have chosen this form of corporatization.
From the point of view of a non-specialist, a public joint-stock company in its own words is a former OJSC, and a non-public company is a former CJSC, but this is an overly simplified vision. Let's consider what rules apply in the new classification of business entities to organizations of different legal status:
The renaming procedure is carried out by replacing words in the name of the organization. Next, the charter should be revised, especially as it relates to the board of directors and the rights to benefits when purchasing shares, and brought into compliance with the provisions of the legislation on public joint-stock companies.
The Civil Code states that the rules on public companies are applicable only to joint-stock companies whose charter and corporate name directly indicate that they are public. These rules do not apply to other legal entities.
The largest representatives of this form of ownership regularly top the rankings of the richest organizations in the country and the world. Here are several legal entities included in the TOP-10 RBC rating for 2015:
Hello! If we talk in simple language, a joint stock company is a legal form that is created for the purpose of pooling capital and solving business problems. In this article we will take a closer look at how a PJSC differs from a NAO.
Until 2014 inclusive, all joint-stock companies were divided into two types: closed joint-stock companies (closed) and open joint-stock companies (open). In the fall of 2014, the terminology was abolished, and a division into public and non-public societies began to operate. Let us dwell on this classification in more detail. It is worth considering that these terms are not equivalent; not only the terms themselves have undergone changes, but also their characteristics and essence.
Public joint stock companies (abbr. PJSC) create capital through securities (shares), or by transferring fixed assets into securities. The functioning of such companies and their turnover must fully comply Federal law“On the securities market” adopted in the Russian Federation.
Also, taking into account all the conditions set by the legislator, publicity must be mentioned in the title.
Non-public companies include limited liability companies and joint stock companies (JSC).
Let's look at the comparative characteristics using the table below. It clearly presents important criteria for comparative analysis, Although this list is not complete.
|
Indicators for comparative analysis |
||
|
Name |
Availability of the name in Russian, mandatory mention of publicity | Availability of the name in Russian, with the obligatory indication of the form |
|
Minimum permissible size authorized capital |
10,000 rub. | |
|
Allowed number of shareholders |
Minimum 1, maximum not limited by law |
Minimum 1, maximum not limited by law |
|
Availability of the right to conduct an open subscription for the placement of shares |
Available |
Absent |
|
Possibility of public circulation of shares and securities |
Maybe |
Does not have such right |
| Presence of a board of directors or supervisory board | Availability is required |
Allowed not to create if there are no more than 50 shareholders |
The main features of public joint stock companies are the following:
If we talk about the authorized capital, its size is also determined by federal legislation. The formation of the authorized capital of a PJSC occurs due to the fact that shares are issued for a certain amount of money.
Amount of authorized capital in in this case- a value that can vary, decrease or, conversely, increase. This depends, first of all, on how the shares are redeemed. As can be seen from the table above, the size of the authorized capital is 100,000 rubles.
As practice shows, control by inspection authorities is stricter than in other cases. This is explained, first of all, by the fact that all the statutory documents indicate that this company is as open as possible to third parties. That is, it is absolutely clear that citizens can purchase company shares. Accordingly, supervisory authorities require maximum transparency and accessibility of all data.
For more complete information on this issue it is worth turning to the Civil Legislation of the Russian Federation.
The main document for a PJSC is the charter. As a rule, it reflects all the provisions governing the activities of the organization, and also records information about openness.
The charter describes in detail all procedures for issuing shares, and also contains information on the calculation and procedure for paying dividends.
PJSC property funds are formed primarily through the turnover of the organization’s shares. At the same time, the net profit that will be received during the organization’s activities can be included in the property fund. The law does not prohibit this.
Primary implementing body management activities in PJSC is general meeting shareholders. It is usually held once a year and is initiated by the board of directors. If such a need arises, the meeting can be held on the initiative of the audit commission, or based on the results of the audit.
It often happens that a PJSC issues large number their shares to the market, then the number of shareholders can number more than one hundred people. Gathering them all at one time in one place is an impossible task.
There are two ways to solve this problem:
The meeting of shareholders makes all important decisions on the activities of the PJSC and plans events for the development of the company in the future. The rest of the time, management responsibilities are performed by the board of directors. Let us explain in more detail what kind of control body this is.
In large companies, the number of board members can reach 12 people.
Formed on the basis of the legislation of European countries. Usually this is:
As for the types of activities, it can be anything that is not prohibited by the law of our state. There can be only one main activity.
Some types of activities require licensing, which can be obtained after the PJSC has completed the registration procedure.
The legislation of the Russian Federation requires all PJSCs to post the results of annual reporting on the official websites of the companies. In addition, the results of operations for the year are checked for compliance with reality by auditors.
Currently non-public are JSC (joint stock companies) and LLC. The main requirements that legislation imposes on NAO are as follows:
Important fact: the non-public nature of the organization implies greater freedom in the implementation of management activities. Such companies are not required to post information about their activities in publicly available sources, etc.
The charter is the main document. It contains all the information about the organization, information about ownership, and so on. If legal problems arise, this document can be used in court.
Therefore, the charter must be written in such a way that all kinds of loopholes and flaws are completely excluded. When the charter is at the drafting stage, you should carefully analyze the regulatory documents, or seek advice from specialists who have experience in developing documentation of this type.
In addition to the charter, an agreement called a corporate agreement can be concluded between the founders. Let's take a closer look at the analysis of this document.
A corporate agreement can be called a kind of innovation, which stipulates the following points:
But this agreement implies one clear limitation: shareholders are not obliged to always agree with the position of the management bodies on any issues. By and large, this is a gentleman's agreement translated into legal terms. If the corporate agreement is violated, this is a reason to invalidate the decisions of the shareholders’ meeting.
Let us note that the participants of a non-profit joint-stock company can be its founders, who are also its shareholders. This is due to the fact that the shares cannot be distributed beyond these individuals.
The number of shareholders is also limited; it cannot exceed 50 people. If their number is more than 50, the company must be re-registered.
In order to manage a non-public joint stock company, a general meeting of shareholders of the company is held. All decisions made at the meeting are certified by a notary, and they can also be certified by the person who heads the counting commission.
After independent assessment can be contributed to the authorized capital as an investment.
If we talk about types of activities, then everything that is not prohibited is permitted. That is, if the legislation of the Russian Federation does not prohibit a specific type of activity, it can be carried out.
In general, the essence of NAO is that these are companies that simply do not issue shares to the market; these are closed joint-stock companies that practically existed before the adoption of the new law, but still, this is not the same thing.
There is no obligation to post the results of financial statements for the year for the NAO. Such data is usually of interest only to shareholders or investors, and in this case they are the founders, who already have access to all the necessary information.
The definition of business entities includes public and non-public organizations that carry out commercial activities, in which the authorized capital represents shares. The property fund is created from contributions made by the founders.
Business companies are also classified into public and non-public.
The law does not prohibit changing one organizational form to another. For example, it is quite acceptable to transform a non-profit joint-stock company into a PJSC. What actions need to be taken for this:
As a result of the legislative reforms carried out, many changes have occurred in corporate law. Traditional concepts have been replaced by new ones.
Although all the changes took place back in 2014, in some cities you can still see signs with familiar CJSC or LLC. But all new organizations are registered exclusively as public or non-public companies.
The creation and registration of a joint stock company is a process that requires attention and responsibility. Problems of various nature arise even in the process, so you shouldn’t save on your future company, and if you have any doubts, you should contact qualified specialists.
Implement right choice- this is the first step along a long road to achieving success in, so you need to make a decision carefully, having thought through everything to the smallest detail.
