The most acceptable organizational and legal form for large enterprises with a large number of participants is a joint-stock company. The main feature of this business entity is that its authorized capital is divided into a certain number of shares of the same nominal value, which certify the corporate rights (the share in property rights of the company).
Joint-stock companies have a number of advantages:
- a real opportunity to attract investments by issuing shares and selling on the exchange. At the same time, conditions are created for combining capitals that are different in size and form of ownership in order to increase production potential;
- high liquidity of assets (shares are easily converted into money);
- a simple procedure for replacing an owner by selling shares on the stock exchange or in a different way;
- long-term planning of large-scale projects due to the receipt of a steadily growing profit and the possibility of increasing the authorized capital through the issue of shares.
It should be noted that the shareholders are not responsible for the obligations of the company and they do not bear responsibility to third parties for the company. The responsibility and risks of the shareholder are only in the framework of his shares. A shareholder is liable to the state neither for non-payment of taxes nor for other obligations of the company.
Joint-stock companies can be registered and function in two types:
- public JSC – the shares are distributed through open subscription and exchange purchase;
- private JSC – the shares are distributed only between participants.
Registration of a joint-stock company is possible even if there is one founder only (an individual or a legal person, and it can also be a state or a territorial community represented by authorized bodies).
The minimum amount of the authorized capital for this organizational and legal form is set in the amount of 1,250 minimum wages on the day of registration (as of 2017 this is UAH 4,000,000).
In the process of establishing a joint-stock company, people often face difficulties in drafting constituent documents that are in accordance with the law; they are denied acceptance of documents due to the submission of an incomplete package of documents, when submitting an application and all necessary documents for registering the issue of shares in the National Securities and Stock Market Commission (NSSMC) and a number of other.
But if you prefer to do business and delegate the registration procedure to experts, our company will provide you with the necessary legal assistance at all stages of creation of a joint stock company.
The scheme of cooperation with our company is as follows:
- Consultation in the office of Law Firm “Dominanta”
- Determination and selection of a package of services
- Obtaining necessary information from the customer
- Providing services by specialists of Law Firm “Dominanta”
- Transfer of the document on the establishment of a JSC to the customer
- Customer support if necessary
It is quite difficult to register a joint-stock company independently, but nothing is impossible.
We will tell you in detail below how to do it without involving specialists.
So, you need to follow the instructions divided into stages:
Stage No. 1.
The choice of the name and its verification for being unique in the register of legal entities; selection of types of economic activities (Standard Industrial Classification of Economic Activities) on the basis of planned activities in future.
Stage No. 2.
Making a decision on the creation of a joint-stock company and private placement of shares; signing of a Memorandum of Association.
The Memorandum of Association determines the procedure for conducting joint activities for setting up joint-stock companies, the number, type and class of shares, the nominal value and cost of acquisition of shares, the term and form of payment for the value of shares, and its validity period.
We draw attention to the fact that the Memorandum of Association is not analogous to the Charter of the company and is effective only until the registration of the report on the results of the placement of shares by the National Securities Commission.
Stage No. 3.
Submission of the application and all necessary documents for registration of the issue of shares in the National Securities Commission; registration of shares and issue of an interim share certificate. Then the shares are assigned an international identification number of securities and the agreement on servicing the issue of shares is concluded with the Central Depository of Securities.
Stage No. 4.
Development of the Charter of JSC.
It should contain: the full and abbreviated name of the company; public or private (previously they were divided into closed or open joint-stock companies); the size of the authorized capital and relief fund in the event of its formation; the nominal value and number of shares; the amount of dividends and the procedure for notifying shareholders on their payment; terms and procedure for conversion of shares; the rights of shareholders; the procedure for convening and holding a general meeting; its competence; regulations on the executive body of the company and its powers, control and auditing bodies, the frequency of inspections; the procedure for making amendments to the Charter and the procedure for termination of JSC.
The charter cannot provide any additional rights or obligations for the founders of the company in comparison with other shareholders.
Stage No. 5.
Holding a meeting of founders.
The meeting of founders shall be held within three months from the day of the full payment for shares by the founders, and it resolves the issues on:
- foundation of the company;
- approval of the valuation of property contributed by the founders to the payment of shares of the company;
- approval of the charter of the company;
- formation of the bodies of the company (management board, directorate, director);
- authorities of the representative (representatives) to carry out further activities as to the creation of the company;
- election of members of the supervisory board, a chairman of the collective executive body of the company (the person exercising the powers of the sole executive body of the company), members of the audit commission (an auditor);
- approval of the results of the placement of shares;
- election of a tabulation commission.
If only one person decides to set up a JSC, the above decisions are taken by him solely and formalized by the decision to establish a company. In this case, the signature of the founder on such a decision is subject to mandatory notarial certification.
Stage No. 6.
Registration of the joint-stock company in state registration bodies.
Stage No. 7.
Registration in tax administration.
Stage No. 8.
Obtaining a certificate of state registration of shares and issuing documents confirming ownership of shares to the founders.
Creation of a JSC is a time-consuming and rather complicated process. Law Firm “Dominanta” will help you to register a JSC in Ukraine. Having entrusted the solution of organizational and legal issues to experts, you will receive a guaranteed positive result, and also save yourself the negative consequences associated with improper execution of documents at the stage of company registration.