The joint-stock company
Management of the Company
Joint-stock company (JSC) is now the dominant form of entrepreneurship. Its owners are considered shareholders with limited liability to the extent of their contribution to the share capital of the company. All the profit of the company belongs to its shareholders. The advantage of joint enterprise is that through the securities market (stock exchange) it can combine different sizes of the capital of a large number of natural and legal persons for financing of modern directions of development of industrial, commercial and other activities. In addition, each shareholder as the owner of the company carries only limited liability (in case of bankruptcy of the company, he loses only the value of their shares). Creditors can claim only joint venture as a legal entity and not individual shareholders as natural persons.
Along with this, in modern conditions joint form of the enterprise is a powerful tool to build new economic systems based on non-state forms of social ownership.
However, the widespread development of joint forms of promotes do a fair appropriation of the means and results of production, trading and other activities, namely: overcome the alienation from the ownership of direct employees.
The main purpose of creating joint-stock companies in our country is commercializing the available funds (cash and material) of workers, and companies to perform certain business tasks.
At the present stage of development of market economy one of the promising ways of creation and development AT is the transformation of state enterprises into the open joint. The process of converting state enterprises into open joint stock companies is governed by the laws of Ukraine "On economic societies". "On securities and stock exchange", "Rules of transformation of state enterprises into commercial companies in the privatization process", the approved resolution of the Cabinet of Ministers of Ukraine from 07.12.92 G. No. 686 and "regulations on the procedure of sale of shares of open joint-stock companies" approved by order of the Chairman of the state property Fund of Ukraine from 04.02.93, No. 65.
The creation of joint companies on the basis of state enterprises is carried out, first, with the consent of labour collective, and secondly, the sole founder of the joint stock company in this case is the state represented by the privatization authority (the state property Fund of Ukraine and its regional offices), which owns 100 % of shares of state-owned enterprises. Therefore, after obtaining the consent of the labor collective for the enterprise transformation to joint it is also necessary to obtain the consent of the state property Fund.
To do this, the head of the state enterprise on the basis of the decision of the labor collective, which was adopted by the General meeting and the Protocol shall apply to the state property Fund, the privatization of enterprises through corporatization. If the state privatization authority agrees to the privatization of the company through corporatization, from that moment he carries out all the operations to transform it into joint. Further there is a property valuation company. To this end, the state property Fund of Ukraine created a Commission, composed of representatives of government, financial agencies and members of the staff. Based on this assessment, determined by the statutory Fund of the joint stock companies, which is recorded in the appropriate Bank. If the joint stock company established on the basis of several state enterprises, the relevant work is carried out on each of them. In addition, each company makes contributions to a statutory Fund.
They go to the Bank for the account of any of the founder (upon their agreement). Immediately after the creation of the company data cash is transferred to his account.
Then begins the job of distributing the shares. Shares are distributed or directly by the founders of this joint stock company or through the relevant Bank. And sale of shares may be effected: 1) by open subscription; 2) through the distribution of all shares among the founders. The founders must hold shares amounting to not less than 25% of the Fund within two years.
The distribution of stock begins with the fact that the founders publish reports on the opening of the subscription for them. The notice shall specify the name of the future joint-stock companies, the purpose of its activities, founders, etc. also Indicates the duration of the subscription shares; shall not exceed six months. Persons who have subscribed for shares, must be transferred to the account of the founders money in the amount that is 10 % of the nominal value of the shares. After that the founder gives them a written obligation to sell the underlying share.
It should be borne in mind that the founder in accordance with the decision on issue of stock sells all (or a share) of the shares of the members of the personnel of the transformed enterprises, to other citizens of Ukraine, financial intermediaries (investment funds, trust companies, etc.), associations of customers, non-state legal entities. Thus, by the privatization of enterprises through its corporatization.
The next step in the transformation of state enterprises into joint-stock is to organize the founding (inaugural) meeting (conference) of shareholders to be held only after the expiry of the signature on the stock. But this requires a subscription covered at least 60 % of the shares. If not, it is considered that the transformation of state enterprises and institutions joint stock companies has not been realized to the shareholders within 30 days return deposited funds. If the shares distributed among the founders, they must pay 50% of the shares in the constituent (constituent) Assembly (conference) of the shareholders.
Constituent (constituent) Assembly (conference) of shareholders to be held no later than two months from the date of completion of the subscription for shares. The conference resolves the following issues: 1) decide on the establishment of the company and approves its Charter; 2) selects the Board of joint stock company (observation Council), Executive and Supervisory bodies; 3) corrects the authorized capital of companies depending on the number covered by the subscription of shares, etc.
In the Charter of joint-stock company must contain the following information: 1) name of society date of Foundation and its organizational form; 2) location; 3) the founders; 4) the Charter Fund and the procedure for its creation; 5) the purpose and subject of activity; 6) legal status; 7) the rights and obligations of shareholders; 8) the shares and their types; 9) the procedure for distribution of profits and costs (loss); 10) controls and their basic rights, roles and responsibilities; 11) accounting and reporting; 12) the procedure for amending the Charter; 13) termination of activities and reorganization.
After the constituent (constitutional) Assembly (conference) of the shareholders elected the head of the joint stock company shall submit an application on registration of established companies, as well as executed copies of constituent documents, served in local government administration. After the registration of joint stock companies and obtaining the certificate of the established sample it opens a Bank account, made printing and stamp. Then the society starts to issue shares, which includes the following information (Fig. 12) one citizen (or family), it will be individual or private, that is, with the right to hire labor (or family) enterprise.
And a very different case, when a small company created by two or more citizens. Such an enterprise could be established or a cooperative, or as a General partnership, limited liability company or joint stock company with all the attendant peculiarities of creation of such enterprise and the corresponding specificity of financial and economic activities. If a small business is created jointly by the citizen and the enterprise, they are both founders, but if a group of citizens, each of them is the founder.
It should be borne in mind that the applicable laws provide no restrictions for citizens or legal entities established according to the number of small enterprises, as well as restrictions on the number of founders of a small enterprise. In addition, there are no mandatory requirements on compliance with a number of shareholders size of statutory Fund of the enterprise. Recorded only the minimum amount of the Charter capital of limited liability companies and joint stock companies, respectively the equivalent of 625 and 1250 minimal wages, leaving the minimum wage rate in effect at the time of creation of the mentioned societies.
A mandatory condition for the creation of a small business is to develop its Charter. It is the main legal document defining the activities of the small enterprise. The Charter gives a full description of all aspects of their operation, type, name: 1) founder (founders) of the enterprise and its legal address, the commodity (trading) mark; 2) legal basis; 3) list of property and funds; 4) the object and purpose of the activity; 5) the relationship with the budget; 6) creation and distribution of income; 7) management; 8) reorganization and termination of activities of small enterprises and the like.
If a small business established as joint-stock companies, according to the law "On economic associations" provides necessary conditions for the maintenance of constituent documents.