JOINT-STOCK COMPANY
(Corporation)

A joint-stock company (corporation) is a company with its charter capital divided into shares owned by shareholders. Shares may be of different types providing different voting, dividends and other rights. A joint-stock company may also issue obligations and other securities. Shares and securities shall be registered in the Central Bank of Russia via a rather complicated, cost- and time-consuming procedure.

A joint-stock company may be public and not-public.

Public corporations may offer their shares to public investors (via IPO). Shareholders of a public corporation are free to sell their shares to anybody. Minimal charter capital is 100.000 rubles (approx. EUR 1.500).

A non-public corporation may not offer its shares in public. Shareholders of a non-public corporation may have the right of first refusal to buy the shares sold by other shareholders. Minimal charter capital is 10.000 rubles (approx. EUR 150).

The main management body of a joint-stock company is the general meeting of shareholders. Shareholders vote on main corporate issues (shares and charter capital, distribution of dividends, approval of major and related-party transactions, appointment of lower management and control bodies, etc.). Shareholders may cooperate with each other via a shareholders’ agreement (vote as provided in the shareholders’ agreement, sell or buy shares together or at the agreed price, collectively execute other rights).

A joint-stock company shall generally have a board of directors consisting of at least 5 members. A board of directors is responsible for calling the general meetings of shareholders, issue of a limited number of shares and other securities, approval of some transactions, supervision of lower management and control bodies, etc.

The daily activities of a corporation are managed by a CEO and (optional) a collegial executive body appointed by the general meeting or by the board. A CEO acts on behalf of the corporation, enters into transactions, manages employees, etc.

A corporation shall have an internal and an external auditor.

Corporations are subject to heavy and cost-consuming management procedures and public disclosure of information. Unless you plan to attract investors via an IPO, a joint-stock company does not have any obvious advantages if compared to a limited liability company that could be advisable for most business purposes.