Charter ao sample. Charter of the Joint Stock Company (non-public) (sample form)

This is the basic law of its functioning; this is a regulatory document of a joint-stock company, approved during its registration, which establishes the main norms of internal and external relations of a joint-stock company.

The charter fixes the basic information about the joint-stock company, and also regulates the scope of the dispositive norms of the Civil Code and the law "On Joint-Stock Companies".

On the basis of its charter, a joint-stock company, represented by the relevant management body, acts as a participant in civil transactions, a subject of labor, tax and other legal relations.

On the basis of the charter, the relationship between the joint-stock company and its shareholders, as well as the relationship between the shareholders themselves, is established.

General and special parts of the charter of a joint-stock company

The task of the charter is to regulate all relations connected with the functioning of the joint-stock company. One part of these relationships is regulated existing laws, the other depends on the decision of the founders and shareholders. As a result, the content of the charter can be conditionally divided into two parts: general and special.

The general part of the charter of a joint-stock company is a reflection of the totality of the requirements of the law for all joint-stock companies, regardless of their type of activity, form, size authorized capital and other characteristics.

The special part of the charter of a joint-stock company reflects its individual specifics. Due to the existence of this part, there are no identical charters of joint-stock companies.

General part of the charter of a joint-stock company

The general part of the charter is a list of information about the joint-stock company, which is determined by law and includes:

full and abbreviated corporate name of the joint-stock company.The trade name of the company consists of two parts. First, from the name of the society - its original name in Russian, which the company has the right to duplicate in the languages of the peoples of the Russian Federation and (or) foreign languages. Secondly, from the indication of the legal form and type of joint-stock company (open or closed). The company, whose trade name is registered in accordance with the procedure established by legal acts, has the exclusive right to use it;
location of the joint-stock company. The location of the company is usually determined by the place of its state registration. The constituent documents of the company may establish that the location of the company is the place of permanent location of its management bodies or the main place of its activity. The company must have a postal address at which it is possible to contact the management bodies of the company, and it is obliged to notify the bodies that carry out state registration legal entities about changing your mailing address. At the location of the company, registration with the tax authority takes place, and issues of jurisdiction are resolved;
type of joint stock company. It is allowed to create open and closed joint-stock companies;
placed shares.The charter fixes the number, par value, categories (ordinary, preferred) shares and types of preferred shares placed by the company;
shareholder rights— owners of shares of each category (type);
the size of the authorized capital of the joint-stock company;
management bodies of a joint-stock company.The charter describes in detail the structure and competence of the management bodies of the company, the procedure for making decisions by them;
deadlines for notifying shareholders of a general meeting of shareholders;
General Meeting of Shareholders.We are talking about the procedure for preparing and holding a general meeting of shareholders, including a list of issues, decisions on which are made by a qualified majority or unanimously;
procedure for election and competence of the audit commission;
executive responsibility companies for the organization and condition of accounting, financial and other reporting;
information about branches and representative offices of the company;
procedure for the payment of income on shares.The charter determines the procedure for paying dividends on ordinary shares, as well as the amount of the dividend and (or) the value paid upon liquidation of the company on preferred shares, the sequence of payment of dividends and the liquidation value for each type of preferred shares;
size of the reserve fund;
having a golden share.The charter reflects information on the use of the special right to participation of the Russian Federation, a constituent entity of the Russian Federation or municipality in the management of the company ("golden share").

The above list of mandatory information is the minimum on the basis of which you can get an idea about the joint-stock company as a subject of entrepreneurial relations. The absence of the listed information in the charter may serve as a basis for recognizing it as inconsistent with the law, which will entail a denial of state registration of the joint-stock company and its charter.

Special part of the charter of a joint-stock company

The special part is a list of those information and provisions that are established by the founders (and later - shareholders) of a given joint-stock company and therefore reflect its specificity, individuality, and differences from other joint-stock companies.

The special part of the statute, in turn, is divided into two groups of provisions. The first of them is those provisions to which there are references in the law, and the right to include them in the charter of a joint-stock company and detail it is granted to its founders.

The second group of special provisions of the charter is any other provisions that do not contradict the current legislation, but are directly absent from it, and the founders would like to enshrine them in the charter.

The first of the considered groups of the special part of the charter includes:

limitation of the period of activity of the joint-stock company;
restrictions on the possibility of holding a closed subscription for shares issued by an open joint-stock company;
restrictions on the acquisition by the joint-stock company of the shares placed by it;
restrictions 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 possibility of reducing the authorized capital by acquiring and redeeming part of the shares;
vesting the right to vote at the general meeting of shareholders of owners of preferred shares of a certain type;
the possibility and conditions for the conversion of preferred shares of a certain type into ordinary shares, as well as the conditions for the accumulation and subsequent payment of a timely unpaid dividend on preferred shares;
expansion of the powers of the board of directors of the company, the procedure for voting on elections to the board of directors, as well as the establishment of requirements for persons elected to the board of directors;
determination of the features of election and re-election of the chairman of the board of directors;
the possibility of making a decision by the board of directors by holding absentee voting, as well as the possibility of taking into account when determining the presence of a quorum and voting results written opinion member of the board of directors;
resolving issues of determining the number, nominal value and conditions for the placement of announced shares;
restrictions on the types of property that can be used to pay for shares and securities of a joint-stock company;
recovery of a penalty (fine, penalty) for failure to fulfill obligations to pay for shares;
vesting the owners of the voting shares of the company with the pre-emptive right to acquire the shares placed by the joint-stock company in proportion to the number of shares they own;
determination of the order and terms of payment of dividends;
introduction of a special procedure for counting votes and determining the procedure for making decisions of the general meeting of shareholders;
expansion of the competence of the general meeting, the establishment of a quorum of the repeated meeting.

The founders may introduce into the charter other provisions stipulated by the law on joint-stock companies. Thus, many procedures can be described in detail, including the procedure for elections and decision-making by the governing bodies of the society and other issues.

Factors affecting the content of the charter of a joint-stock company

The choice of specific characteristics of the charter from the simplest document containing a minimum of information specified by law to a detailed voluminous document regulating in detail all or almost all aspects of the joint-stock company's activities in the future depends on a number of factors, which include:

goals and plans of the founders in relation to the created joint-stock company. The nature of the activities of a joint-stock company, the scope of its activities, etc., necessarily leave an imprint on the content of the charter, primarily on the features of management, raising capital, etc.;
ratio of large and small shareholders. A detailed charter is preferable to shareholders holding a small number of shares in relation to their total volume, or minority shareholders, since it provides them with more rights. For large shareholders, on the contrary, excessive detailing makes it difficult to quickly change some procedures, especially those prescribing the procedure for preparing and holding meetings of shareholders;
market participants' requirements. A charter that does not take into account generally accepted market requirements for a joint-stock company can create great difficulties both in the placement of its shares and when the joint-stock company needs to enter the loan capital market.

Mandatory nature of the charter of a joint-stock company

The charter of a joint-stock company is a normative act regulating all aspects of the activities of a joint-stock company. The provisions of the charter are obligatory for execution by all its management bodies, as well as for all shareholders without exception. Any decision of the governing bodies of a joint-stock company that contradicts the charter can be challenged in court, so it must be open and accessible to all interested parties. At the request of a shareholder, the company is obliged to make a copy of the charter for him, and the fee charged for this should not exceed the cost of making a copy.

Approval and amendment of the charter

The charter of a joint-stock company is approved by the founders (founder) and submitted to the body that carries out the state registration of legal entities.

Changes to the charter are made by decision of the general meeting of shareholders, adopted by three-fourths of the votes of shareholders - owners of voting shares participating in the general meeting.

The introduction of the following amendments and additions to the charter of a joint-stock company does not require a special decision of the general meeting of shareholders:

entering information about the use or termination of use in relation to the company exclusive right- golden share. This change is made to the charter on the basis of the decision of the relevant public authority;
entering information related to the creation of branches and the opening of representative offices of the joint-stock company and their liquidation. These changes are made based on the decision of the board of directors;
entering information related to the placement of shares, including an increase in the authorized capital and a decrease in the number of authorized shares. Such changes are made to the charter on the basis of earlier decision general meeting of shareholders (board of directors) on the placement of shares and a registered report on the results of the placement;
entering information related to the reduction of the authorized capital by acquiring shares of the company in order to redeem them. These changes are also made on the basis of the initial decision of the general meeting of shareholders on such a reduction and the report on the results of the acquisition of shares approved by the board of directors of the company.

Any amendments made by shareholders to the charter of the company are subject to state registration with the body that registered the legal entity, with the issuance of a certificate of registration of these changes.

State registration of changes in the company's charter related to a decrease in the company's authorized capital is carried out if there is evidence of notification of creditors.

Any changes in the charter of a joint-stock company acquire legal effect from the moment of their state registration.

The charter of a JSC is the basic document of this type of organization, regulates the most significant issues of activity, determines individual characteristics that distinguish it from other companies. From the article you will learn about how the charter of a joint-stock company is drawn up and what information is included in it.

Requirements for the charter of a joint-stock company in 2018

In accordance with Article 98 of the Civil Code of the Russian Federation, the main document joint stock company is its charter approved by the founders. At the same time, the rules and norms enshrined in the charter of a JSC are, in accordance with Article 11 of the Law “On Joint Stock Companies ...” dated December 26, 1995 No. 208-FZ, mandatory both for the company (its structures and management bodies) and for shareholders.

Also, do not forget that, due to the requirements of Article 12 of the Law “On State ...” dated 08.08.2001 No. 129-FZ, the charter of the company is submitted to tax office when registering a company. Paragraph 4 of Article 11 of Federal Law No. 208 obliges the company to provide an opportunity for all interested parties to familiarize themselves with the document.

The main requirements for the content of the charter are defined in Article 11 of the Federal Law No. 208, according to which the following information must be indicated in it:

name of the company and address of its registration;
information on the number and par value of shares, their categories (including preferred ones, if the company has such securities in addition to ordinary ones);
the rights of owners of shares of each type;
the value of the authorized capital of the JSC;
the procedure for organizing management in the company, indicating the structure of management bodies, their competence and the procedure for making decisions;
the procedure for convening and holding a general meeting of JSC shareholders, voting rules, as well as a list of issues that require a unanimous decision or a qualified majority of votes;
other significant information for the founders.

Technical requirements for the charter of a joint stock company

The current legislation defines only a list of issues that the charter should regulate, being normative document. At the same time, the legislator does not technical requirements to the structure, order or way of presenting local regulations, therefore, in this part, generally accepted norms of legal practice should be followed.

In legislation, for example, Article 52 of the Civil Code of the Russian Federation, one can find an indication of the right of companies not to develop a charter on their own, but to use an already developed authorized bodies typical variant. However, this right cannot be exercised in practice due to the lack of relevant model charters for commercial organizations in 2018.

Charter of a public and non-public society - is there any specifics?

When developing the charter of a JSC, it is very important to remember the status of the company for which it is being developed. this document. Based on the requirements of Article 7 of Federal Law No. 208, the fundamental difference between a public joint-stock company and a non-public one is the possibility of distributing shares among a wide range of persons, both those who already own shares and outsiders.

The following details follow from the specifics of the activities of the two types of joint-stock companies, which must be taken into account when preparing the charter:

The status of the company must be indicated (clause 3.1 of article 11 of the Federal Law No. 208).
In a public joint stock company (PJSC), a collegial management body must be formed, consisting of 5 persons authorized by shareholders. The procedure for the formation of this governing body and its powers should be determined in the charter (paragraph 3 of Article 97 of the Civil Code of the Russian Federation).
PJSC is required to conclude an agreement with a register holder, that is, a special organization authorized to maintain a register of shareholders, which is also endowed with the functions of a counting commission (clause 4 of article 97 of the Civil Code of the Russian Federation).
PJSC, by virtue of the requirements of Article 92 of the Federal Law No. 208, is obliged to publish annual reports about their work, notices of a meeting of shareholders, information about the issue of shares.
It is forbidden to indicate in the charter of a PJSC that there are pre-emptive rights to acquire (repurchase) shares by the JSC itself or its shareholders (Clause 5, Article 97 of the Civil Code of the Russian Federation).

It should also be remembered that there are a number of restrictions on the rights of shareholders that are permissible in a non-public company, but prohibited in PJSC (paragraph 5 of Article 97 of the Civil Code of the Russian Federation):

the maximum percentage (value) of shares that may belong to one person;
total face value valuable papers under the control of one shareholder;
the number of votes that can belong to one person.

What sections are included in the charter of a joint-stock company, where can I download a sample of the charter of a non-public JSC in 2018 for free?

as the most a simple example, demonstrating the typical content of the charter of a non-public joint-stock company, a sample of the charter of a joint-stock company of 2018, compiled by our specialists, can be used. Note that it was prepared in order to show standard form and the structure of the document, as well as to introduce the main issues that should be reflected in this document. The proposed example is divided into sections, which, in turn, consist of paragraphs.

Section 1 indicates the legal status and purpose of the charter itself, as well as the name of the JSC (full and abbreviated), its type (non-public) and location.

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Section 2 specifies the legal status of the company, the procedure for its interaction with government bodies and shareholders regulatory framework which are articles 48, 96 of the Civil Code of the Russian Federation and 2 of the Federal Law No. 208. Paragraph 4 of the section contains a list of types commercial activities, which the company is entitled to implement (in the example there are only 5 of them, while in practice it can be much more). Ways of doing business are given in accordance with the requirements of OKVED, put into effect by the Decree of the State Standard of the Russian Federation “On Acceptance ...” dated 06.11.2001 No. 454-st.

Authorized capital, property, and basics of economic activity of JSC

In section 3, in accordance with the requirements of articles 11, 25, 26, 31 of the Federal Law No. 208, the following information about the company is listed:

sum statutory fund, which, according to Article 26 of the Federal Law No. 208, cannot be less than 100 thousand rubles;
the number of issued shares and their par value, the value of which must be the same for all securities of the JSC;
the rights and obligations of the owners of shares, as well as an indication of the priority opportunity for the purchase of shares of one shareholder by others.

Section 4 indicates (articles 2 of the Civil Code of the Russian Federation, 11, 35, 42 of the Federal Law No. 208):

legal status of JSC property;
the procedure for distributing profits and dividends (more about this issue described in the relevant material);
the goals of functioning, the amount, amount of deductions and the procedure for replenishing the reserve and special funds of the JSC.

Section 5, in accordance with the requirements of articles 88-90 of the Federal Law No. 208, reflects the main provisions on maintaining accounting and statistical reporting, storing documents and providing the necessary information.

JSC management bodies

Section 6 indicates that the meeting of shareholders is at the same time the board of the JSC, which is permissible subject to the requirements of Article 64 of Federal Law No. 208, if there are no more than 50 shareholders. This part of the charter also indicates the procedure for electing responsible person(director), who has the right to represent the interests of the company, acting without a power of attorney, as well as to resolve all current issues that do not fall within the competence of the board or meeting of shareholders, in accordance with Article 69 of the Federal Law No. 208.

Section 7 is devoted to the procedure for preparing and convening a meeting of shareholders in accordance with the requirements of articles 47, 51-55 of the Federal Law No. 208. In particular, the entities empowered to convene regular and extraordinary meetings, as well as the frequency of these events, are indicated.

Section 8 defines the list of issues that are within the jurisdiction of the general meeting (Article 48 of the Federal Law No. 208), the requirements for a quorum, in the presence of which the meeting is authorized to make decisions, the procedure and counting of votes (Articles 58, 59 of the Federal Law No. 208). Also in this part of the charter, a list of issues is indicated, the resolution of which requires a qualified majority of votes (2/3, 3/4, etc.), in accordance with Article 11 of the Federal Law No. 208.

Sections 9 and 10 spell out the procedure for electing and the competence of the shareholder presiding at the meeting (Article 67 of the Federal Law No. 208), as well as the director of the JSC (Article 69 of the Federal Law No. 208), respectively.

AO control and other provisions

Section 11 defines the competence, the procedure for electing members, the specifics of the activities of the Audit Commission of the JSC, as well as the procedure for presenting the results of inspections and their approval by the meeting of shareholders (Articles 85-87 of the Federal Law No. 208).

Sections 12 and 13 are final. They define general provisions on JSC branches (Article 55 of the Civil Code of the Russian Federation) and possible procedures for the reorganization or liquidation of a company (Articles 15-24 of Federal Law No. 208).

Summing up, it remains to be noted that the proposed charter model is exemplary, but it may well help practitioners prepare a legally competent and practical foundation document for a joint-stock company, taking into account the basic requirements for it and the legal norms governing the content of its provisions.

The charter of a JSC (joint stock company) includes an exhaustive list of information on the procedure for the company to carry out its activities. The reader will learn about what data is included in the charter from the article below.

Regulations governing the requirements for the charter of a joint-stock company in 2017-2018

The charter of a joint-stock company is a constituent document that determines the procedure for the activities of a joint-stock company (clause 3, article 98 of the Civil Code of the Russian Federation).

The rules for compiling and the requirements for it are contained in various legislative norms, in particular:

Art. 52, 98 of the Civil Code of the Russian Federation;
Art. 11 of the Law "On Joint Stock Companies" dated December 26, 1995 No. 208-FZ.

The above acts regulate:

mandatory requirements for the charter;
additional (alternative, optional) requirements for the document.

IMPORTANT! By virtue of the requirements of paragraph 3 of Art. 11 of the Federal Law No. 208, the charter may include information that is not directly indicated in the regulations either as mandatory or optional. The main rule is that any information contained in the charter must not contradict the current legislation.

Mandatory information that must be reflected in the charter

The following data are mandatory for inclusion in the constituent document of a JSC (clause 3, article 11, article 27, clause 2, article 32 of Federal Law No. 208):

name of company;
its location;
information about the shares that are placed in JSC;
data on authorized capital;
the procedure for holding a general meeting;
the amount of dividends and (or) the value that must be paid upon liquidation of the JSC on preferred shares.

IMPORTANT! Various federal laws other provisions may be provided, which must be included in the charter of a joint-stock company engaged in certain types of activities. In particular, we are talking about the media, banking organizations, investment funds.

Inclusion in the charter of information about the name of JSC

For all business companies, which include JSCs, information about their names is required to be included in the charter (clause 1, article 54 of the Civil Code of the Russian Federation). Besides, commercial companies must have brand names.

Before brand name must be specified organizational form companies, for example: joint-stock company "People's adviser". If the JSC is public, it is necessary to indicate this in the name, for example: PJSC "People's Advisor" (clause 1, article 97 of the Civil Code of the Russian Federation).

The main requirements for names are as follows:

You can not include the word Russia in the name, Russian Federation and derivatives from them, unless otherwise specified in laws, decrees of the President, resolutions of the Government or in a special permit.
You can not use the full and abbreviated names of government agencies in the title.

At the regional level, the rules for using the official name of the subject in the name of the joint-stock company may be fixed.

Inclusion in the charter of information about the location of JSC

JSC operates at the place of registration. It is enough to reflect the locality (for example, Moscow) in the charter (clause 2, article 54 of the Civil Code of the Russian Federation). Registration is carried out at the location of the executive body of the JSC.

IMPORTANT! It is recommended not to indicate in the charter the full address of the location of the joint-stock company (for example, Moscow, Devyaty Val St., 1241, office 1). In this case, when moving, you will have to change the charter, and then register the changes. If only the locality is indicated, when moving within one locality, it will not be necessary to make changes to the charter.

If it is decided to indicate the full address of the JSC, the following points should be taken into account:

it must actually exist (the building must be built and function);
it is necessary to avoid specifying addresses of "mass registration";
you cannot use the addresses of government agencies, military units, etc.

Differences between the charters of non-public and public joint-stock companies for 2017-2018

The charter must necessarily indicate whether the JSC is public or not (clause 1, article 7 of the Federal Law No. 208). For public JSCs, it is assumed that shares can be freely purchased in the manner prescribed by securities legislation. This is the main difference between such JSCs and non-public JSCs - shares of non-public JSCs cannot be acquired by an unlimited circle of persons.

For example, if the JSC is public, the following wording is prescribed in the charter: "JSC "People's Advisor" is a public joint-stock company." The opposite wording must be specified in the charter of a non-public JSC.

The charter of a public joint-stock company may also state that the company has a board of directors, which is one of the governing bodies (clause 3.1, article 11 of the Federal Law No. 208).

Reflection in the charter of information about the shares of the JSC, the rights and obligations of its participants, the amount of the authorized capital

The charter must specify the parameters of the shares, in particular:

their number;
nominal cost;
an indication of which shares are ordinary and which are preferred;
if there are preferred shares different types, it is necessary to describe each of them.

AT founding document optional information may also be prescribed, in particular, restrictions on the maximum number of shares, their value, the maximum number of votes of 1 shareholder (clause 3 of article 11 of the Federal Law No. 208).

The charter must also contain information about the rights and obligations of the JSC participants. They are listed both in the Civil Code of the Russian Federation and in various articles of Federal Law No. 208.

For example, members may:

receive dividends;
manage JSC in the manner prescribed by law and the charter;
receive the necessary information about the JSC and get acquainted with the documents;
receive part of the property if the joint-stock company is liquidated (after settlements with creditors).

Participants are obliged, in particular:

pay for shares;
avoid actions that will harm the AO;
not to disclose information about the activities of JSC, which are confidential.

The charter must necessarily reflect the size of the authorized capital of the JSC. For public JSCs, it is 100,000 rubles, and for non-public JSCs, it is 10,000 rubles.

Inclusion in the charter of information about the management bodies of the joint-stock company. Sample charter of a joint stock company

What information the charter reflects regarding the management bodies of a joint-stock company depends on the structure of the joint-stock company.

The charter can find a place:

Data on the sole executive body. By virtue of paragraph 1 of Art. 69 of the Federal Law No. 208, this body manages the activities of the JSC. The term and procedure for electing a body, its powers, rights and obligations are prescribed. AO has interesting feature, which lies in the fact that the sole executive body there may be several persons acting jointly.
Data on the collegiate body, if one is created. Its composition, the number of participants, their rights and obligations, the term of office, the procedure for election are prescribed.
Data on the board of directors, if one is created. AT without fail such body operates if the JSC has more than 50 shareholders.
Data on the audit commission, if it is created.

A sample charter of a public JSC can be downloaded from the link.

This is a fairly detailed sample, it contains all the necessary information about a public JSC, which must be provided in the founding document. This charter is most suitable for joint-stock companies, in which the general meeting of shareholders acts as the governing bodies, and there is also a sole executive body in the form of a general director.

Results

Thus, the legislation not only imposes various imperative requirements on the charter of a joint-stock company, but also gives shareholders a certain freedom of action in preparing its provisions. The only rule is that all provisions of the charter must necessarily not contradict the current legislation.

In connection with the emergence of non-public joint-stock companies, there was a stir regarding their creation. Thanks to the introduction of amendments to the Civil Code of Russia in 2014. But in order to establish such a community, one should understand the drafting of the charter of such a company.

Features and essence of the document

Since 2014, instead of open and closed societies, two terminologies have been introduced in Russia - this and. Depending on which company is created, its charter is prescribed. The main essence and difference of joint-stock companies is as follows:

public- the company's shares are brought to the market and anyone can buy securities. Thus, he can invest in the company to receive profit in the long run.
non-public- companies of this type have a certain joint-stock company. This is a closed circle of up to 50 persons who hold all the shares in their hands. It is simply impossible to buy securities without being a member of this circle.

According to the legislation, now the company undertakes to apply to the Central Bank with an application for the assignment of one or another status to them. The main goal of the bill is the safety of investors in the investment market. Over time, such a change in the draft law regarding legal entities will leave only large firms. The investor will be sure that the money invested will return with a profit, or at least return at all.

The impetus for the adoption of the project was that the consumer buys a certain amount of securities, and the company simply goes bankrupt.

The victims of one-day organizations are still waiting for a return on their investment. And according to the amendment, in the Civil Code of the Russian Federation, firms that do not meet the standards of public companies receive a stamp - non-public. Accordingly, they determine the circle of owners of shares, and it is simply impossible for an outsider to buy them.

What does it look like model charter non-public joint-stock company (NJSC), we will describe below.

Provisions of the charter of a non-public joint-stock company

The charter of a non-public joint-stock company is not something secret, and it contains mandatory clauses. They are needed to explain the activities of the company, as well as to regulate the work of the circle of shareholders. Let's look at the key points and provisions in the charter of the NAO:

General provisions– the name of the company (full and short) is indicated here. The terms of operation, and the postal address are also prescribed.
Legal status of the company- this indicates what NAO is responsible to the legislation of the Russian Federation, consumers and the shareholders themselves. Also in this paragraph it is prescribed what type of activity the company will be engaged in.
Purpose and activities. In this section, it is necessary to indicate for what purpose the company is being created - for the purpose of making a profit or how non-profit organization. After that, there is a list of everything that she has the right to carry out within the framework provided for by the legislation of Russia.
Authorized capital. This paragraph clearly states how it is used, what part goes into shares, how much a unit of security costs, etc.
Securities section. Here you should describe what types of securities are acceptable for the company, the conditions for buying and selling.
Rights of NAO shareholders. Who is considered a shareholder, what rights a person has.
Dividends. Conditions, terms of consideration and payment of dividends.
Funds. Information about backup storage, amounts of deductions and conditions for using funds set aside as an airbag in case of crisis situations.
Who governs the NAO.
Information regarding general meeting of shareholders of the company.
How decisions are considered and made regarding the affairs of the company at a general meeting of the joint stock community.
Board of Directors and its functions within the management of the company.
How to choose and re-elect members of the board of directors.
Appointment Information, removal of the chairman of the board.
Conditions, terms and procedure for the meeting of the council company directors.
Who is executive body of NAO.
The procedure for the work of the audit commission as part of the audit of the financial affairs of the company.
Accounting matters Who decides in what order.
Conditions and terms of storage of documents about the affairs of the company.
Conditions, procedure for carrying out and terms of reorganization and liquidation of NAO.

All these items, without exception, must be in the charter.

You can download a sample charter for a non-public joint stock company.

Charter of NAO (sample)

Charter of NAO - 1

Charter of NAO - 2

Charter of NAO - 3

Charter NAO - 4

Charter of NAO - 5

Charter of NAO - 6

Charter of the Nenets Autonomous Okrug - 7

Charter NAO - 9

Charter NAO - 10

Charter NAO - 11

Charter NAO - 12

Charter NAO - 13

Charter NAO - 14

Charter NAO - 15

Charter NAO - 16

Registration procedure

According to the draft law that led to the changes, companies will now be divided into two types: PJSC and JSC. Non-public joint-stock companies are the same JSCs. For reorganization, it is necessary to convene a board of shareholders, and then submit the minutes of this meeting to the Federal Tax Service, as well as new charter society.

Subsequently, the company will need to change all seals, structure, bank documents, notify partners and customers about the reorganization. You will not have to pay for the restructuring procedure and changing documents.

Alteration

To amend the charter of a non-public company, a board of shareholders should be convened. It raises the question of accepting changes within the charter. It is important that all changes are permissible within the framework of the Federal Law No. 146 of 07/27/2006.

After the decision of the meeting is made, it is recorded, after which it is entered into the charter. Re-registration of the company is not required, most importantly, if the changes relate to the work of the company or may somehow affect cooperation with partners, they must be notified.

The video below will tell about the features of public and non-public JSCs: