54. Charter of a joint stock company

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 requirements of the company's charter are binding on all bodies of the company and its shareholders.

The charter of the company must contain the following information:

1) full and abbreviated trade name of the company;

2) location of the company;

3) type of company (open or closed);

4) the number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;

5) the rights of shareholders - owners of shares of each category (type);

6) the size of the authorized capital of the company;

7) the structure and competence of the management bodies of the company and the procedure for making decisions by them;

8) the procedure for preparing and holding a general meeting of shareholders, including a list of issues on which decisions are made by the management bodies of the company by a qualified majority of votes or unanimously;

9) information about branches and representative offices of the company;

10) other provisions stipulated by the Law on Joint Stock Companies and other federal laws.

The charter of the company may establish limits on the number of shares owned by one shareholder and their total nominal value, as well as the maximum number of votes granted to one shareholder.

The company's charter may contain other provisions that do not contradict federal laws.

The charter of the company must contain information about the use in relation to the company of a special right for the participation of the Russian Federation, a constituent entity of the Russian Federation or a municipality in the management of the specified company ("golden share").

At the request of a shareholder, auditor or any interested person, the company is obliged within a reasonable time to provide them with the opportunity to familiarize themselves with the charter of the company, including amendments and additions to it. The company is obliged to provide the shareholder, at his request, with a copy of the current charter of the company.

Amendments and additions to the charter of the company or approval of the charter of the company in a new edition are carried out by decision of the general meeting of shareholders. When the authorized capital of the company is increased by placing additional shares, the authorized capital is increased by the amount of the nominal value of the placed additional shares, and the number of declared shares of certain categories and types is reduced by the number of placed additional shares of these categories and types.

Author: Sazykin A.V.

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