As per Article 1 of the bill on amendment, part of the Commercial Code of Esfand 19, 1347, which states: "A joint stock company is a company whose assets are divided into shares and the liability of the shareholders is limited to their nominal value.", the capital of the Joint Stock Company is equally divided by the nominal value of the shares and even in the case of decomposition, those shares should be even.
The decomposition is such that each share may be split into several specified pieces called (partial shares). Each piece has a fixed value but does not have the rights of a share, and their total composes a share.
Types of Joint Stock Companies:
Article 4 of the Bill on Amendments to the Trade Law states that there are two types of joint stock:
The first type is public joint stock whose founders provide part of the capital of the registered company through the sale of shares to the people.
The second type is private joint stock companies, all of whose capital is exclusively funded by the founders at the time of establishment.
The formation stage of the General Assembly Founder:
According to Article 16 (A-1st of commercial code), the founders must perform the following before the general assembly is formed and registered:
Compliance with the obligations of the applicants within one month after the expiry of the deadline, including the fact that the deadline has been extended or not to ensure that all the company's capital has been properly underwritten;
Considering that at least 35% of the total capital of the company was paid in cash and registered.
Determine and declare the number of shares of each underwriter.
Obtaining the expert's admittance on the evaluation of non-cash contributions that belong only to the founders;
According to Article 77 (A-1st of commercial code), non-cash owners shall not have the right to vote at the time of the founding assembly of the abovementioned contributions and, on the other hand, the non-cash capital that is the subject of negotiation and voting, in terms of quorum, are not considered the company's capital.
The invitation of the General Assembly of the Founder, which such an invitation is through the large newspapers, has already been set forth in accordance with paragraph 14 of Article 9 of the draft law. The invitation of the General Assembly of the Founder to comply with the provisions of Articles 97 and 98 (A-1st of commercial code) is mandatory. As per article 98 (A-1st of commercial code) the interval between publication of the invitation of the general assembly and the registration date is at least ten days and a maximum of forty days.
Functions of the General Assembly:
The general assembly of the founders who have registered the company must initially select the board of directors, including the chairman of the assembly and the supervisory and secretary of the meeting, at the outset of the implementation of Article 101 (art. 101), and, in accordance with Article 74, consider the report of the founders and, if necessary, approve it. Then, after accepting all the shares of the company and paying the necessary amount of approval of the company's articles of association and its necessity to amend it, the assembly will select and register the first managers, inspector or inspectors of the company and set up a large newspaper for the company's next adverts.
In accordance with Article 75, the required quorum for the formation of the general assembly of the founder is:
The first invitation must be open to a number of applicants who have pledged at least half of the company's capital, and the second invitation, if not initiated at the first invitation, is called for the general meeting to be called for a second time, in which case at least one third of the company's shareholders are required. The third call was not required by the majority of shareholders (the owners of a third of the capital of the company) of the General Assembly. The founders should declare the lack of formation of the company.
Each of the aforementioned assemblies must make all decisions to a maximum of two thirds of the votes cast. In note of the above article in the general assembly of the founder is entitled to a vote for each share, and thus the number of votes is equal to the number of shares. Since the managers and inspectors of the company have accepted their position in writing, this company's history is considered to be the most recent (last part of article 17).
The distinguishing feature of these two companies is as follows:
To register a public joint stock company for the purpose of financing the fundraising activity, the company does not have the right to publicly register the company.
There is a possibility to issue bonds to a public company that is registered, but the private corporation does not have this right.
The transfer of shares in public corporations is not conditional on the shareholders' consent. However, the transfer company's private joint stock company is subject to the agreement of the directors or general assemblies of the company.
The shares of the public limited company are available at the stock market, but the private corporation does not have this permission.
The minimum capital for the establishment of a public company is 5/000/000 IRR, while the minimum capital for the establishment of a joint-stock company is 1 000 000 IRR.
The directors and shareholders of the joint-stock company are at least 5 people and the joint-stock company is at least 3 persons (Articles 3 and 107).
Establishment of a private joint stock company:
Note: A private joint stock company is a company whose entire capital is established exclusively by the founders at that time.
First - formalities of the formation of a specific joint stock company
Important points for the formation of a specific joint stock company:
The Company's Articles of Association, which must be signed by all stocks and a banking certificate, indicate a cash payment of not less than 35% of the total.
The payment and calendar of non-cash capital and the division of that declaration and mentioning the preferred shares of the existence of such a stock;
Selection of the first manager and inspector or inspectors of the company, which must be the subject of a meeting and the signing of all shareholders;
Acceptance of management and inspection in accordance with the last part of Article 17;
Mentioning the name of the newspaper to insert company ads.
Second, the characteristics of the joint-stock company
The company's capital should not be less than 1/000/000 IRR and its partners should not be less than 3 persons.
The shares of the company are not tradable on the stock market and the transfer of the transfer of the company's contingent shares is the consent of the directors or general assemblies of shareholders.
Furthermore, the company will not be able to issue bonds.