Open joint stock company (JSC) when creating places their capital in the form of shares. As a rule, shares are issued in uncertificated form. The first issue of shares shall be registered in a state body - Federal financial markets service (FFMS). Without such registration, the stock trades impossible. JSC organizes the register of shareholders, which shall include information about each shareholder, the number and categories of shares.
Shareholders of JSC are entitled to freely sell the shares without consent of other shareholders. Selling is carried out on the basis of a simple agreement of sale of shares concluded in written form. Some difficulty is selling a package that contains more than 30% of the shares. A person who intends to acquire more than 30% of shares of JSCmust provide the shareholders of JSC offer to purchase such number of shares, specifying the proposed price of those shares or method for its determination. This proposal is attached Bank guarantee, involving the obligation to pay the price of the shares sold in breach of a contractual obligation to pay for shares on time. If shareholders agree, a contract of purchase and sale of the shares.
By law, the person who buys (or has) more than 30% of shares of JSCmust provide the holders of the remaining shares offer to acquire the remaining shares (in law this is called mandatory offer). The proposal also included the Bank guarantee as described above. The shareholders have the right at its discretion to sell the shares to the person or to refuse him. The decision adopted by the General meeting of shareholders.
It should be remembered that a voluntary or mandatory offer referred to above shall be submitted to the FSFM on before sending directly to the seller of the shares. On the FFMS is considering the proposal and the documents attached thereto and, in the presence of certain violations of the law are entitled to give recommendations for improvement of the proposal. The seller of the shares of JSC it is important to ensure that the statutory procedure for the referral of proposals is carried out correctly, otherwise the risk of non-recognition of the transaction of purchase and sale of the shares.