Корпоративное право. Образование акционерного общества (самое важное)

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Корпоративное право. Образование акционерного общества (самое важное)

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53. Formation of a joint-stock company

The founders of a joint-stock company conclude an agreement between themselves that determines the procedure for their joint activities to create a company, the size of the authorized capital of the company, the categories of shares to be issued and the procedure for their placement, as well as other conditions provided for by the law on joint-stock companies.

An agreement on the establishment of a joint-stock company shall be concluded in writing.

The founders of a joint-stock company shall be jointly and severally liable for obligations that arose prior to the registration of the company.

The company is liable for the obligations of the founders associated with its creation, only in the event of subsequent approval of their actions by the general meeting of shareholders.

The founding document of a joint-stock company is its charter, approved by the founders.

The charter of a joint-stock company must contain conditions on the categories of shares issued by the company, their nominal value and quantity; on the size of the authorized capital of the company; about the rights of shareholders; on the composition and competence of the management bodies of the company and the procedure for making decisions by them, including on issues, decisions on which are taken unanimously or by a qualified majority of votes. The charter of a joint stock company must also contain other information provided for by the Law on Joint Stock Companies.

The procedure for performing other actions to create a joint-stock company, including the competence of the constituent assembly, is determined by the law on joint-stock companies.

A joint-stock company may be created by one person or consist of one person if one shareholder acquires all the shares of the company. Information about this must be contained in the charter of the company, be registered and published for general information.

A company can be created by founding anew and by reorganizing an existing legal entity (merger, division, spin-off, transformation). The company is considered established from the moment of its state registration.

The creation of a company by founding is carried out by the decision of the founders (founder). The decision to establish a company is made by the constituent assembly. If a company is founded by one person, the decision on its establishment is made by this person alone. The decision to establish a company must reflect the results of the voting of the founders and the decisions taken by them on the issues of establishing the company, approving the charter of the company, and electing the management bodies of the company.

The decision to establish a company, approve its charter and approve the monetary value of securities, other things or property rights or other rights having a monetary value, contributed by the founder in payment for the shares of the company, is taken by the founders unanimously. State bodies and bodies of local self-government cannot act as founders of a company, unless otherwise established by federal laws.

The number of founders of an open society is not limited.

Author: Sazykin A.V.

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