According to the law, the company itself can redeem shares from a shareholder. This may become necessary if the general meeting made a decision to reduce the authorized capital of the OJSC by acquiring a part of the outstanding shares. Such a procedure is necessary in order to reduce their total number, in the event that this does not contradict the charter.
Instructions
Step 1
The procedure for the redemption of shares by an open joint-stock company is determined in Art. 72 and 73 of the Law of the Russian Federation "On Joint Stock Companies". The decision to buy out shares is made by the management bodies - the general meeting of shareholders or the board of directors. This does not require any approvals. The list of possible cases when a company has the right to redeem shares from its members is given in paragraphs. 1 and 2 tbsp. 72 of the Law. A prerequisite for redemption, on the basis of clause 1 of Art. 75, is the presentation by a shareholder to the company of a demand for the repurchase of shares owned by him.
Step 2
When deciding on the repurchase and acquisition of shares, determine the categories of securities to be acquired and the number of shares of each category, as well as the purchase price, the form and terms of payment, and the period during which the shares will be repurchased. Draw up the decision as a minutes of the general meeting of shareholders or a meeting of the board of directors. In this case, the cost of the acquired shares must be determined based on the market conditions.
Step 3
When a decision is made to buy out certain categories of shares, each shareholder has the right to sell them. This decision applies to all members of the company who own shares of the type specified in the decision, and does not apply to any particular single shareholder. In the event that a larger number of shares will be provided for redemption than the company can acquire, their redemption occurs in proportion to the stated requirements.
Step 4
The rights to shares are transferred to the company in accordance with the general procedure provided for by law. In the event that the register of the company is maintained by a certified registrar, he must be provided with a transfer order and other documents, on the basis of which he will make the appropriate entries in the register of the JSC. If provided by law, the company and its shareholders must provide the market with all information about the redemption of shares. This can be done in the form of a quarterly report and notification of the FFMS about the completed transaction.
