In the modern economy of the Russian Federation, there are several forms of activity of business entities. Each enterprise chooses which one to choose to organize its activities. Joint stock companies have a number of features. Such organizations are usually divided into open and closed varieties.

In order not to get confused in concepts, you need to understand the abbreviations. Closed (ZAO) and have a number of organizational differences. The first form of business entities has now been renamed JSC - joint stock company. But what it means is a closed type.

How does a JSC differ from an OJSC is very interesting question. This determines a number of features of the functioning of enterprises. Companies have the opportunity to reorganize the company and create a JSC instead of an OJSC. This may be necessary for a number of reasons. How this happens, as well as why it is needed, should be considered in more detail.

What is a joint stock company?

To understand the difference between a JSC and an OJSC, you need to consider this form economic activity V in a general sense. Such an organization is formed by several founders. The authorized capital is formed from a certain number of shares, which are distributed among the owners. They are issued when a company is created. Moreover, the number of securities and their nominal value are immediately specified. The rules for their distribution indicate the type of organization of the enterprise.

These securities share certain rights with their owners. For the fact that the shareholder contributed a certain amount of his funds to the authorized capital (this is fixed by the share) at the end of the reporting period to receive the corresponding part net profit. This remuneration corresponds to the shareholder of the securities in the total This shareholder's income is called dividends.

The owner also has the right to take part in voting in the process of making important decisions for the company, as well as to receive part of the property in the event of its liquidation.

Rights and obligations of shareholders

When studying how a JSC differs from an OJSC, it is necessary to pay attention to the rights and responsibilities of shareholders. They are limited by certain legislative frameworks. Their liability is limited only by the value of the securities.

The risk of loss does not apply to all property of the owners. But if, in the event of bankruptcy of an enterprise, the fault of, for example, a hired director or a certain group of shareholders was established, then they bear increased responsibility. If a company does not have enough funds to pay off its debts, the perpetrators may be subject to subsidiary liability.

Shareholders may also be liable if the authorized capital of the enterprise consists of a certain part of unpaid securities.

All decisions are made at the meeting of shareholders. Voting rights have the same weight as how many shares the founder has. If it has 50%+1 share, it is controlled by one individual or legal entity.

Distinctive Features

A company is organized as a closed joint stock company if the number of shareholders does not exceed 50 people. This form is typical for medium-sized businesses. The difference between a JSC and an OJSC lies primarily in the method of distribution of shares.

In a closed joint-stock company they are purchased by a limited number of persons. The authorized capital in this case is less than 100 times the minimum wage (minimum wage).

In an OJSC the number of shareholders is unlimited. This form of management is characteristic of large businesses. Securities are sold through free sale. Information about the state of the company, its financial activities in this case it is provided publicly.

The shares are freely traded on the stock market. The size of the authorized capital in this case is not less than 1000 minimum wages.

Fundamental differences

The difference between OJSC and JSC is quite significant. First of all, the approach to the sale of shares is fundamentally different. If the JSC decides to sell part of the securities, the consent of all shareholders will be required. Moreover, they have an advantage when purchasing. OJSC sells shares freely, without notifying other participants. Therefore, the number of security holders is not limited.

JSC does not place its financial statements in the public domain. The JSC is obliged to provide such information openly. This gives everyone the opportunity to evaluate the results of the company’s activities. For this reason, investors are much more likely to provide their temporarily free funds to organizations open type. The closed joint-stock company is not expanding to the level of a large business.

State as founder

To understand how a JSC differs from an OJSC, it is necessary to consider the case when part of the shares is owned by the state. The founders of the company can be the governing bodies of the Russian Federation at various levels of subordination.

In this case, the organization can only be an open issue type. Information about the results of activities of such an enterprise in mandatory posted publicly. If part of the shares is owned by subjects of the governing bodies of the Russian Federation, its municipal organizations, the formation of a closed joint stock company is strictly prohibited.

This is another significant difference between the two forms of management presented. The shares are publicly traded and quoted on the stock market.

Reorganization

For certain reasons, it may be necessary to reorganize an OJSC into a JSC. This conversion can also be done in reverse side. In this case, the volume of the authorized capital changes, as well as the rights and obligations of the owners of securities.

If, based on the results of the company’s activities, its authorized capital does not exceed 1000 minimum wages, documents for reorganization should be prepared. This provides a number of benefits to the enterprise. But the reduction of own sources leads to a decrease in production.

This is a negative trend, but with a significant drop in sales volume and the market value of the company's shares, this is a necessary measure to prevent bankruptcy. The reorganization process is taken very seriously. The decision to change the form of business is made at a meeting of shareholders based on the results of the financial statements.

Preparation of documents

In the process of changing the form of business from open to closed joint stock company, no transformation is carried out. An OJSC can only be reorganized into a JSC. If there is a need for this, the board of directors prepares the necessary documentation.

For this purpose, a project is being drawn up, which includes a number of mandatory items. The company's management in this document discloses the procedure and conditions of the reorganization. Next, the process of exchanging shares of the old company for deposits and securities of the new organization is discussed.

Creation of a new society

The circle of persons among whom new securities are distributed does not exceed 50 people. A complete list of property that becomes the property of the reorganized joint-stock company is also compiled.

The meeting of shareholders approves the size of the authorized capital and appoints the managers of the new company.

Next, the state registration authorities establish the fact of termination of the existence of an open company of shareholders, and then a new closed organization is created. This will allow the company to operate in accordance with the market share it occupies. During this process, relevant documentation is recorded.

Required Documentation

There is a significant difference between a newly created and a reorganized enterprise. The main document denoting the difference between these two organizational forms of companies is succession. This document represents a transfer act or It depends on the form of the reorganization itself.

Re-registration of an OJSC into a JSC requires the collection of a certain list of documents. If shares are distributed among individuals, it is necessary to provide the commission with copies of passports and identification codes. If the owner of the securities is a legal entity, a copy of its registration documentation will be required.

Next, data on the receipt of funds or property of shareholders is prepared. After this, the type of activity of the company is determined. It is assigned the corresponding OKVED codes. In order to assign a legal address to an organization, it is necessary to provide a lease agreement. If it is not there, representatives of the commission go to the location of the main production facilities of the enterprise. It is assigned a legal address.

What does the reorganization give?

Changing an OJSC to a JSC entails significant changes for the organization. First of all, the balance sheet currency is significantly reduced. With a decrease in own financial sources, the investment rating falls.

Society will be able to attract fewer credit funds. It has the right not to publicly disclose the results of its activities, but this also repels investors. All ownership of shares is recorded in the Federal Tax Service database. Wanting to sell his securities, the owner notifies the other shareholders in writing of his decision.

If they do not agree to purchase the shares, they can be sold to a new owner. The documentation collected during the creation of the company is subject to change. New data is added to it. This is a longer process.

Having considered how a JSC differs from an OJSC, it is worth noting a number of advantages of each business form. Depending on the volume of business, one or another type of object is chosen. This allows companies to organize their activities most efficiently. In constantly changing market conditions, it is possible to reorganize an OJSC into a JSC and vice versa. In some cases, this is a necessary measure that cannot be avoided.

When thinking about starting a business, a future entrepreneur must decide on the form of ownership of his company.

In the modern economy, there are quite a few organizational forms for conducting commercial activities. One of them is OJSC, or Open Joint Stock Company.

OJSC, or Open Joint Stock Company, is a form of organization of an enterprise whose capital is formed by, and shareholders have the right to freely dispose of their shares - sell, buy, donate, etc.

The legislation defines such an enterprise as public, that is, information on its activities should be available to the general public, who may become shareholders in the future. The number of shareholders of an OJSC is limited only by the number of shares issued and present on the market.

An important feature of an OJSC is that there is no requirement to deposit the entire amount of the authorized capital into the account of the enterprise before its registration - funds will be received as the issued shares are sold.

Open joint stock companies can operate in all areas of activity permitted by law. They have the right to engage in trade, industrial production, organizing music shows or teaching cutting and sewing. It is important that the activities of the JSC do not conflict with the law.


In fact, an OJSC is the same company as any other, the only difference is that it has many owners. Therefore, to manage current activities, the company hires a director or several directors who form a collegial body - the board of directors.

However, the highest authority in an OJSC is the meeting of shareholders, which is held at least once a year.

The main difference between an OJSC and an LLC is the scale of activity. To open an LLC (limited liability company), you need to contribute an authorized capital of only 10 thousand rubles, and in total no more than 50 people can become founders of the LLC. The number of co-owners of an OJSC is not limited, and its authorized capital must be no less than 1,000 minimum wages.

Another difference is the possibility of alienating shares. The co-owner of an OJSC can get rid of them at any moment without informing other shareholders.


An LLC participant must first offer his share in the enterprise to the co-owners, and only if they refuse to buy it can he offer the acquisition to third parties.

Closed joint stock company (CJSC) is a fairly common type of enterprise organization, characteristic of family companies. Its main difference from an OJSC is that it is closed: the shares of the enterprise belong only to the founders, and none of them has the right to transfer them to third parties.

If one of the co-owners decides to leave the business, he can only sell his share to the remaining owners. CJSCs have the right not to publish their reports and operate in a regime closed to the general public, while JSCs are required to annually announce the results of their activities in the press.

PJSC (Public Joint Stock Company) is a company whose shares are publicly listed on the stock market, and the results of its activities become known to the general public. Since the beginning of September 2014, the law of the Russian Federation came into force, introducing changes to some names and legal relations of legal forms of enterprise registration.

In fact, a PJSC is the same form of enterprise organization as an OJSC, but instead of “open,” the company should be called “public.” Within a certain time, all existing JSCs must undergo re-registration as PJSC.


After this, the conduct of business should become even more open: maintaining the register of shares and their owners is transferred from the legal department of the OJSC to special registrars, and every decision of the shareholders’ meeting must be certified by either a registrar or a notary.

This decision should promote greater transparency in business operations and discourage attempts raider attacks enterprises.

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.

Changes since September 2014

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 entrepreneurship 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.

The essence of the changes

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.

What is an OJSC?

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.

The OJSC, along with other enterprises, had the right to engage in all types of activities not prohibited on the territory of the 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 company. 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 shareholders’ meeting, 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.

The corresponding changes have already been made to their statutory documents such enterprises as Sberbank PJSC, Gazprom PJSC, VTB PJSC.
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.

Differences between PJSC and OJSC

Basic PJSC differences from JSC 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 a PJSC must be 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.

How to make changes?

In order to undergo state registration, in accordance with the changes that have entered into force, the tax authority must provide:

1. Application in form P 13001.
2. Minutes of the general meeting of shareholders.
3. The new edition of the Charter 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.

Additional innovations

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 chief accountant however, there is still only one left.
2. The innovation affected the contribution to 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.

In the Russian economy there is such a concept of an economic entity as a joint-stock company, which is divided into two types - closed and open. What are the differences between these types of societies? Or maybe there are no differences between them at all? This question is quite interesting, so let’s try to understand it in more detail.

Definition

CJSC (Closed Joint Stock Company) is a commercial organization whose authorized capital is divided into a certain number of shares (securities). A characteristic feature of a closed joint stock company is the fact that shares can only be owned by individuals who created this organization, that is, the founders. Outsiders cannot purchase securities of a closed joint stock company. In addition, if any shareholder decides to leave the founders, he can sell his shares, but only to those persons who are among the company’s shareholders. In addition, a closed joint stock company has a certain advantage - it has the right not to publish its reports in the media.

OJSC (Open Joint Stock Company) is a commercial organization whose authorized capital also consists of shares. The founders of this company may be a limited number of persons, but the owners may be persons not included in this composition. This nature of the relationship allows almost any person or legal entity to purchase shares of any JSC and become its shareholder, and, consequently, receive a certain income in the form of dividends. It should be said that each shareholder can at any time decide to alienate his securities in favor of third parties, and he is not obliged to ask permission from other shareholders. In addition, the JSC is obliged to publicly present its reports for the past period to potential investors for review.

Comparison

In conclusion, we must conclude that CJSC and OJSC are types of joint stock companies that have their own, unique to them, characteristic features. Thus, only the founders of a closed joint stock company can own securities, and alienate them only in favor of other shareholders, while both individuals and legal entities who are not part of the company’s founders, while shares of the OJSC can be sold without the consent of existing shareholders. In addition, the reporting of an OJSC must be published in public media, and a CJSC has the right not to publish its documentation.

The number of participants in an open joint stock company is not limited. But a closed joint stock company can include no more than 50 people at a time, which can significantly complicate doing business. But to start operations, a closed joint-stock company will need an authorized capital of 100 minimum wages, while an open joint-stock company needs 1000 minimum wages. There are also nuances in terms of the company's development. So, if the number of participants in a closed joint-stock company exceeds 50, within a year it must be re-registered as an open joint-stock company.

Conclusions website

1. Shareholders of a CJSC can only be the founders of the company, and shareholders of an OJSC can be both individuals and legal entities who have expressed their desire and purchased the securities of this organization;
2. Authorized fund. For a closed joint stock company it is 100 minimum wages (10 thousand rubles), for an open joint stock company – 1000 minimum wages (100 thousand rubles).
3. A closed joint-stock company cannot include more than 50 people at the same time. The number of shareholders of an OJSC is not limited by law.
4. The shares of the JSC are redistributed only between the founders and with their consent, the securities of the JSC can be sold to third parties without the consent of existing shareholders;
5. An open joint-stock company is obliged to publish its reports, but a closed joint-stock company is not.
6. Business status. Due to its closed nature, the closed joint-stock company is perceived worse by investors and business partners. In the eyes of the business world, JSC has the highest business status, which allows you to count on special treatment of your business.