Contract law. Agreement on the establishment of a joint stock company (the most important)

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Contract law. Agreement on the establishment of a joint stock company (the most important)

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68. AGREEMENT ON THE CREATION OF A JOINT STOCK COMPANY

Separate norms of the Civil Code of the Russian Federation, as well as the Federal Law "On Joint Stock Companies" are devoted to the agreement on the creation of a joint-stock company.

Agreement on the establishment of a joint-stock company - an agreement of the parties on the establishment and operation of a legal entity in the form of a joint-stock company, expressing the will of all the parties concluding it, which is not a constituent document.

Parties to the agreement on the establishment of a joint-stock company - founders and (or) participants.

The procedure for concluding an agreement on the establishment of a joint-stock company and its form. A joint stock company may arise through the process of creation and reorganization (merger, division, spin-off, transformation and accession). The law stipulates that a company, unless it has more than one founder, is created by decision of the constituent meeting (with one founder, the decision on establishment is made by him). Such a decision should reflect the voting results of the founders, the decisions they made on issues such as the establishment of a joint-stock company, approval of the company's charter, as well as the election of its bodies. At the same time, the very procedure for resolving relevant issues depends on the degree of their significance. While decisions on the establishment of a company, approval of the monetary value of securities, other things or property rights or other rights that have a monetary value used in payment for shares must be made unanimously by the founders, a three-quarters majority of votes is sufficient to elect the management bodies of the company , which represent shares to be placed among the founders of the company.

Form of agreement on the establishment of a joint-stock company - written.

Essential terms of the agreement on the establishment of a joint-stock company:

a) determining the procedure for the founders to carry out joint activities to establish a company;

b) the size of the authorized capital of the joint-stock company;

c) categories and types of shares to be placed among the founders;

d) the amount and procedure for payment of shares;

e) the rights and obligations of the founders in the creation of the company.

Rights and obligations of the parties to the contract:

a) payment of various kinds of expenses, and above all, settlements for the placement of shares;

b) it is forbidden to make transactions that are not related to its establishment before 50% of the shares distributed among the founders are paid;

c) the shares distributed during the establishment of the company must be paid in full within a year from the date of state registration of the company.

Author: Rezepova V.E.

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