Or a foreign company that does not have the status of a legal entity, but has civil legal capacity that complies with the laws of a foreign state. The shareholder may be the Russian Federation, its constituent entity or municipality who own one or simultaneously several shares of the capital of a joint-stock company.
Shareholders and management
A shareholder is a person who, together with other persons who have this status within the company, is a representative of the management body of the company. Any decisions within the organization are made at a shareholder meeting, both regular and extraordinary. The volume of the shareholding determines the rights of shareholders in relation to the company. This may be either the right to nominate a candidate to the board of directors or the right to put an issue on the agenda of the general meeting. The size of the shareholding does not in any way affect the shareholder’s right to participate in the meeting or the right to receive dividends. Dividends are calculated according to the size of the shareholding, but only if the decision to pay them was made at a scheduled meeting.
Investors and management
An investor can be either a legal entity or one that invests its capital in investment projects. The investor is interested in to a greater extent projects that can minimize risks. Participants in a joint stock company are interested in promoting projects in order to increase dividends through active participation in their development. The investor does not have such a right. He simply examines the project, analyzing its actual state and prospects, and makes a decision.
What types of shareholders are there?
A shareholder is the owner of certain shares, the type of which determines his belonging to one or another category. We can highlight:
- owner of ordinary shares;
- owner of preferred shares.
Depending on the volume of assets, the following categories are distinguished:
- the only shareholder who owns 100% of the shares;
- majority or large, who owns a predominant block of securities, giving him the right to participate in the management of the joint-stock company;
- it owns less than 50% of the voting shares;
- A retail shareholder is a person who owns a minimum amount of shares that allows only participation in general meeting and giving the right to receive dividends.
With only 1% of shares, an individual or legal entity already has full right to take part in the selection of candidates to the company’s board of directors. As for the investor, no matter what amount he invests in the project or company, he will not receive this right. The maximum similarity between the two participants can only be seen if you compare the investor and the retail shareholder. In this case, the latter will have a certain advantage in terms of the right to participate in the general meeting.
Difference in capabilities
If we consider shareholders and investors in terms of possible prospects for earning money, we can talk about the availability of more diverse tools for the latter. The investor has everything necessary to invest not only in joint stock companies, but also in precious metals, currencies, securities, including shares, but without taking part in making decisions regarding the activities of the company in which he has invested. It is also worth saying that if the project goes bankrupt, the investor receives nothing. The shareholder has every right to claim his share, in accordance with the block of shares, counting on the organization’s capital, which remains after paying all debts. This right covers not only the material base of the enterprise, but also the property on its balance sheet (equipment, machinery, real estate, etc.).
Shareholders and investors - striking similarities using the example of Gazprom shares
Gazprom shareholders and people who decide to invest their money in a large Russian company are, in fact, the same people, however, only if we consider working with small capital. Investments can be very different, including investing in shares, which determines the presence of colossal similarities. Meetings of shareholders for shareholders and, in parallel, investors are held systematically, but whether to participate in them or not is an individual decision for everyone. Having a minimal share of rights to own a company, an individual or legal entity cannot influence changes in its operating regulations. Gazprom shareholders (and, in parallel, investors) purchase assets either through a bank, or with the support of a brokerage company, or on the MICEX and RTS exchanges. Small investors and shareholders in most situations do not wait for decisions to be made at a meeting. They catch the moment when the price of shares goes up and sell them, making money on the difference in prices. This trend is only relevant for small shareholders and investors. Large participants in this market segment have larger plans and goals.
What is the difference between a shareholder and an investor in Sberbank?
As in the situation with Gazprom, there is no difference between small shareholders and investors, since investing in the country’s largest financial institution is possible only through the purchase of shares, which automatically transfers a financial market participant from one category to another. Sberbank shareholders whose holdings do not provide access to participation in the meeting can safely be called investors in the full sense this concept. Sberbank shareholders who have access to meetings and acquire assets in order to participate in the work of a financial institution are focused on long-term prospects. Modern investors after global crises last decades They prefer investing in a project with a short-term payback period, no more than 2-3 months.
Shareholder as one of the subcategories of investors
The role of the investor can be assigned to both individual, as well as a legal entity, which can manage not only their own, but also borrowed funds. When using his capital, the investor is called an individual investor. If the latter uses raised funds in its work, it receives institutional status. There is a division of investors into direct and portfolio. Portfolios set as a goal the increase of capital. Shareholders are direct investors who invest money in a company's assets with the primary goal of gaining certain powers in terms of its management.
In the field of economics there are many different concepts. One of them is a shareholder. This is an individual or legal entity that does not have the status of a legal entity, but has civil legal capacity. The shareholder can be the Russian Federation, a subject or a municipal entity that owns one or more shares of the joint-stock company.
Shareholders and management
A shareholder is a person who, together with other people, is part of the management body of the company. All decisions in the institution are made at meetings, which can be regular or extraordinary. The volume of the shareholding determines the rights of shareholders regarding the JSC.
Participants nominate a candidate to the board of directors and also put the issue on the agenda of the event. The meeting of shareholders allows you to resolve many issues. The size of the package cannot affect the right of participants to take part in the meeting and receive dividends. The amount of income is established based on the size of the shares, but only if the decision to transfer them was approved at a planned event.
Investors and management
An investor is a legal entity or individual who invests in investment projects. They are interested in those programs in which the risks are minimal. JSC participants are interested in promoting projects to increase dividends by participating in their improvement. The investor does not have such a right. He only reviews the project, analyzes its condition, prospects, and also makes a decision.
Types of shareholders
A shareholder is the owner of shares that establish his belonging to a certain category. There are owners:
- Ordinary shares.
- Preferred shares.
Based on the volume of assets, the following types of shareholders are found:
- The only one that has 100%.
- Majority, having a large package of securities.
- Minority - 50%.
- A retail shareholder is a person who owns a minimum number of shares. He can participate in meetings and receive dividends.
Each participant has their own rights and obligations, which are documented. In case of violation, he has the right to protect his interests. If the owner has 1% of the shares, then this is already a shareholder of the company. He may be present at the election of the board of directors. But the investor, no matter how much he invests, has no such right. Similarities can be found by doing a comparison between an investor and a retail shareholder. The latter will have the advantage of participating in meetings.
Rights
Shareholders have their rights by law. The more shares, the more opportunities they have. Members of the company can receive dividends, participate in meetings, and receive property upon liquidation. They have the right to review and take copies of documentation.
Depending on the number of shares, there are other rights of shareholders. Owners of 1% or more have access to the register of shareholders, as well as the ability to appeal the functions of the general director in court. Owners of 10% or more can organize extraordinary events. The general meeting of shareholders was given to them to put issues on the agenda. They may require checks to be carried out.
Rights violation
Since shareholders have rights, there is also the possibility of their violation. The following situations usually occur:
- Refusal to issue the register.
- A list of shareholders is not provided.
- There are no questions on the agenda.
- Refusal to familiarize yourself with the papers.
- Denial of the right to participate in a meeting.
It must be taken into account that the shareholder acquires rights not from the conclusion of the transaction, but when making an entry in the register. In addition to the contract, the seller must sign a transfer document drawn up in the approved form. It is transferred to the registrar - the person who records the rights of shareholders.
Protection of rights
A shareholder has the opportunity to defend his interests in 3 ways:
- Appeal to society.
- Submitting an application to the FCSM.
- Going to court.
You can use one method or two. The appeal is submitted in writing indicating the shares. It can be delivered in person or sent by mail. The appeal indicates the circumstances of what exactly was violated.
Difference between shareholders and investors of Sberbank
There is no difference between shareholders and investors, since investing in a developed financial institution of a country is possible only through the purchase of shares, due to which the participant moves from one category to another. Sberbank shareholders who have preferred shares for which they cannot participate in meetings can be investors.
If shareholders have access to meetings and also purchase assets to participate in the work financial organization, then they are interested in the long term. Modern investors, after the latest crises, choose investments with a short payback period, no more than 3 months.
Shareholder as investor
An investor can be a legal entity or an individual who has the right to dispose of personal and borrowed money. If personal capital is used, then the investor is called individual. When raised money is used in work, the participant becomes institutional.
There is a distribution of investors into direct and portfolio. The first ones work to increase capital. This is what shareholders are considered to be. They invest in the assets of companies to gain powers in the management aspect of the society.
Nowadays there are many companies that include shareholders. Each of them has their own share in the organization. Depending on this, they can participate in activities to improve its performance.
We received a certificate from the partner company indicating the shareholders of 3 individuals. persons (previously there was a CJSC form); our lawyers took a certificate from the Unified State Register of Legal Entities, where the founders indicated other 3 persons for 2009. Lawyers say that false information was presented, and the founders and shareholders are the same. As far as I understand, no, but what can I refer to? Is there somewhere a clear description of the concepts Founder and Shareholder?
Michael
You are right that the Founder of a JSC and its shareholder can be completely different persons.
This is how the concept of the Founder is specified in Article 10 of the Federal Law “On Joint-Stock Companies”
Article 10. Founders of the company
1. The founders of the company are citizens and (or) legal entities who made the decision to establish it.
Government bodies and local government bodies cannot act as founders of the company, unless otherwise established by federal laws.
2. Number of founders open society not limited. Number of founders closed society cannot exceed fifty.
A company cannot have another founder (shareholder) economical society consisting of one person, unless otherwise provided by federal law.
3. The founders of the company bear joint liability for obligations related to its creation and arising before state registration of this society.
The company is liable for the obligations of the founders associated with its creation only if their actions are subsequently approved by the general meeting of shareholders.
from the moment of state registration of the JSC, these founders become its Shareholders, are entered in the register of shareholders and they have the right to dispose of them at their own discretion
Article 25. Authorized capital and shares of the company
1. The authorized capital of the company is made up of the par value of the company's shares acquired by shareholders.
The par value of all ordinary shares of the company must be the same.
The authorized capital of the company determines minimum size property of the company, guaranteeing the interests of its creditors.
2. The company places ordinary shares and has the right to place one or more types of preferred shares. The par value of the issued preferred shares must not exceed 25 percent of authorized capital society.
When establishing a company, all its shares must be placed among the founders.
All shares of the company are registered.
When selling shares, information about such a transaction is entered into the register of shareholders, but changes in this regard are not made to the Unified State Register of Legal Entities
Article 45. Making an entry in the register of shareholders of the company
1. Making an entry in the register of shareholders of a company is carried out at the request of a shareholder, nominal holder of shares or as provided for herein. Federal law in cases at the request of other persons no later than three days from the date of submission of documents provided for by regulatory legal acts Russian Federation. Regulatory legal acts of the Russian Federation may establish more short term making an entry in the register of shareholders of the company.
2. Refusal to make an entry in the register of shareholders of the company is not allowed, except for cases provided for by legal acts of the Russian Federation. In case of refusal to make an entry in the register of shareholders of the company, the holder of the said register, no later than three days from the date of presentation of the request to make an entry in the register of shareholders of the company, sends a reasoned notice of refusal to make the entry to the person requesting the entry.Refusal to make an entry in the register of shareholders of the company may be appealed in court. By decision of the court, the holder of the register of shareholders of the company is obliged to make an appropriate entry in the said register.
I believe that the certificate provided by your counterparty is an extract from the register of shareholders
IN Lately Conflicts are increasingly occurring between shareholders and executive bodies of a joint stock company, which represent the company itself.
One of the most common cases in today's practice is that in a joint stock company a certain person or group of persons acquires a significant block of shares, which allows them to influence the activities and management of the company, while the other major holder of the block of shares is a group of shareholders headed, for example, by himself general director.
When protecting your rights, it is necessary, firstly, to clearly understand the legal and semantic content of these rights, and secondly, to be able to competently and effectively exercise and protect your rights.
Shareholders' rights
Shareholders by law have a certain set of rights, and the larger the stake, the more rights and opportunities.
Any shareholder has the right to receive dividends, participate with voting rights in general meetings of shareholders, receive part of its property in the event of liquidation of the company, get acquainted with and receive copies of the main documents of the company (except for documents accounting and minutes of the Board or Directorate).
In addition to these basic rights, shareholders, depending on the number of shares they own, also have other rights.
Shareholder (shareholders) - owners of at least 1% of shares, have access to data from the register of shareholders, and also have the right to appeal the actions of the general director in court.
Shareholder (shareholders) - owners of at least 10% of shares, have the right to convene extraordinary meetings of shareholders, include issues on the agenda of an extraordinary meeting, and demand an inspection of the Company audit commission, receive a list of shareholders of the company. The latter is extremely important, since the presence of a list of shareholders makes it possible to determine the list of persons from whom you can purchase shares and thereby increase your shareholding.
How many shares do you need to own to manage a joint stock company?
According to the law, fundamental decisions on the activities of a joint stock company are made by the general meeting of shareholders as supreme body management of society. Decisions at the meeting are made by voting.
At a meeting, 50% of the votes plus one vote of the shareholders present at the meeting are sufficient to make the majority of decisions; to resolve any issues generally within the competence of the meeting - 75% of the votes of the shareholders present at the meeting.
Therefore, if a shareholder (group of shareholders) owns more than 50% of the shares, they can make the majority of decisions at shareholder meetings, and if 75% of the votes or more, then any decisions. However, owning more than 25% or even more than 15% of shares can provide great advantages when resolving issues at a meeting.
It should be noted that when counting votes at general meetings of shareholders, a majority or 75% of votes not from total number votes of all shareholders of the company, but only those shareholders who are present at this meeting in person or represented by their representatives.
For example, it is difficult to hold general meetings of shareholders in a company; many shareholders do not come to the meetings and do not send their representatives. According to the law, the quorum for the general meeting of shareholders (in other words, the number of votes of those present at which the meeting is valid) is 50% of the votes plus one vote. If a minimum quorum is reached at a meeting, at such a meeting a shareholder owning more than 25% of all voting shares of the company can make a majority of decisions, and a shareholder owning 38% of all voting shares of the company can make any decision at the meeting.
If the quorum of the general meeting is not reached, a repeat meeting is convened with the same agenda items. A repeated meeting is valid if it brings together shareholders who collectively own more than 30% of the company's voting shares. If at such a meeting a minimum quorum is also met, at such a meeting a shareholder owning more than 15% of all voting shares of the company can take a majority of decisions, and a shareholder owning 23% of all voting shares of the company can make any decision at the meeting.
Thus, the owner of even a relatively small block of shares can have a significant influence on the activities of the company under certain conditions.
This is precisely the situation that often occurs in former checking investment funds. The owners of the shares are citizens scattered throughout the country, never actually present at meetings, and to control the investment fund it is often enough to own 15-20% of the shares.
Violations of shareholder rights
Naturally, as many rights as a shareholder have, there are as many options for violating them. However, there are often recurring, typical cases of violation of fundamental rights of shareholders, for example:
the shareholder is denied an extract from the register of shareholders;
the shareholder is denied access to the data of the register of shareholders;
the shareholder is not given a list of shareholders;
The Board of Directors does not include issues proposed by the shareholder on the agenda or does not convene a meeting at the request of the shareholder;
the shareholder is denied access to the company’s documentation;
the shareholder or his representative is denied his right to participate in the meeting.
It should be remembered that a shareholder acquires his rights not from the moment the transaction for the acquisition of shares is concluded, but from the moment the corresponding entry is made in the register of shareholders of the company. To do this, in addition to the share purchase and sale agreement, the seller must also sign a transfer order drawn up in the prescribed form, and this order must be submitted to the registrar - the person who records the rights of shareholders in the register of shareholders of the company. If the number of shareholders is less than that established by law, the company itself may be the registrar.
At this stage, the first conflicts often arise. When providing the registrar with a transfer order for the alienated shares, the registrar is obliged to make the appropriate entries in the register within 3 days or send a reasoned refusal within 5 days. If these deadlines are violated, or if the refusal is illegal, or if the registrar evades the performance of its duties, the purchaser of shares has the right to appeal the actions of the registrar.
Protection of shareholders' rights
In fact, a shareholder can defend his rights in three main ways: contacting the company itself or the registrar (another name is the registrar), filing an application or complaint with the St. Petersburg regional branch of the FCSM or the prosecutor's office, and going to court.
All these methods of protecting your rights are not mutually exclusive, i.e. the shareholder can simultaneously send a demand to the company itself for the restoration of his rights, an appeal to the FCSM and statement of claim to court.
Any appeal to protect his rights must be submitted by a shareholder in writing, signed, indicating the number of shares he owns and indicating the date. The appeal must be delivered in person (in this case, the copy of the appeal is marked with the person who accepted it) or sent by registered mail, preferably with acknowledgment of receipt. In any case, the shareholder must have written evidence that the letter reached the addressee (a stamp of receipt or a postal receipt). The appeal must set out in detail the circumstances of the case, indicating exactly what rights of the shareholder were violated, and what the shareholder demands.
If you contact the St. Petersburg RO FCSM, this body is obliged to consider the complaint within 2 weeks. The FCSM checks the validity of the complaint and, if violations of the law are detected, carries out the following actions: issues an order to eliminate violations, if certain types violations imposes administrative financial sanctions on the registrar and/or company from 100 to 10,000 minimum wages, imposes sanctions on the head of the registrar and/or company up to 200 minimum wages. In addition, in case of significant violations, the FCSM has the right to suspend the registrar’s license or even revoke it. If the order is not fulfilled on time, the FCSM again has the right to fine the registrar, the company itself, and their managers within the same limits, now not for the violation itself, but for failure to comply with the order.
When going to court, a shareholder has the right, in a statement (complaint), to ask the court to take measures to eliminate violations, including, when filing a claim, to seize shares, the ownership of which is disputed, until the court decision comes into force. If a shareholder has suffered property damage, he has the right to ask the court to make a decision on compensation for this damage (including lost profits, for example, in the form of dividends or in a failed transaction for the resale of shares), as well as compensation for moral damage (if the violation of rights was associated with physical or mental suffering) or loss of business reputation.
When going to court, you must keep in mind that the applicant (i.e., the shareholder) must prove in court that his rights have been violated. When contacting the FCSM with a statement about a violation of one’s rights, this body itself will take verification actions and establish the fact of a violation of the shareholder’s rights, take the necessary measures prescribed by regulations to protect and restore these rights, as well as established by law cases will impose penalties on persons guilty of violating these rights.
Managing partner of PRESIDENT CONSULT LLC, lawyer, Mikhail Yakovlevich Onatsky
Shareholder- is the owner of shares, a participant in a joint-stock company, who has the right to receive profits from the activities of the joint-stock company (dividends). In accordance with the current Federal Law “On Joint-Stock Companies,” a shareholder bears losses associated with the activities of the company in proportion to the value of the shares he owns. Other duties and rights of shareholders are determined by the Charter of the joint-stock company. Both individuals and legal entities can become shareholders.
Shareholders may own common or preferred shares.
According to the size of the block of shares owned, shareholders are usually classified as follows:
*sole shareholder - sole owner of all shares of the company;
*majority (large) shareholder - owner of a large block of shares, allowing him to participate in management joint stock company, that is, nominate candidates to the Board of Directors of the JSC, introduce items to the agenda at the general meeting, and so on;
*minority shareholder - owner of a “non-controlling” stake of at least 1%; minority shareholders have the right to request information and initiate claims on behalf of the company;
*retail shareholder - the owner of a small block of shares, which allows him to have minimal rights - to participate in the general meeting and receive profit in the form of dividends.