Sale of shares in an OJSC is a simple procedure if a small block of shares (up to 30%) is sold. Otherwise, the legislation on joint-stock companies established a rather complicated procedure for the transaction of purchase and sale of shares.
Instructions
Step 1
An open joint-stock company (OJSC), upon creation, allocates its capital in the form of shares. As a rule, shares are issued in non-documentary form. The first issue of shares is registered with a state body - the Federal Service for Financial Markets (FFMS). Without such registration, transactions with shares are impossible. OJSC organizes the maintenance of the register of shareholders, which contains information about each holder of shares, the number and categories of shares.
Step 2
Shareholders of OJSC have the right to freely sell shares without the consent of other shareholders. The sale is carried out on the basis of a simple written contract for the sale of shares. Some difficulties are presented by the sale of a package containing more than 30% of shares. A person who intends to acquire more than 30% of shares in OJSC must send the shareholders of OJSC a proposal to buy out such a number of shares with an indication of the proposed price of these shares or the method for determining it. Such an offer is accompanied by a bank guarantee, which provides for the obligation to pay the price of the sold shares in the event of failure to fulfill the obligation to pay for the acquired shares on time. If the shareholders agree, a share purchase and sale agreement is concluded.
Step 3
According to the law, a person who has acquired (or has in total) more than 30% of the shares of an OJSC must send the holders of the remaining shares an offer to purchase the remaining shares from them (in the law, such an offer is called mandatory). The offer also includes the bank guarantee described above. Shareholders have the right, at their discretion, to sell shares to this person or refuse him. This decision is made at the general meeting of shareholders.
Step 4
It should be remembered that the voluntary or mandatory offers mentioned above are submitted to the FSFM authority before being sent directly to the seller of the shares. The FSFM body considers such a proposal and the documents attached to it and, in the presence of certain violations of the law, has the right to make recommendations for finalizing the proposal. It is important for the seller of OJSC shares to ensure that the procedure for submitting proposals established by law is carried out correctly, otherwise the risk of non-recognition of the purchase and sale transaction of shares is possible.
