Individuals and legal entities may be the founders of a JSC. A company’s foundation document, i.e. its charter, must include the following information:
- The name, address, and type of the JSC (i.e. open or closed);
- The size of the JSC charter capital;
- The quantity, nominal value, and categories (common or preferred) of shares, as well as the classes of preferred shares issued and distributed by the JSC;
- The rights of the holders of shares of each category;
- The structure and competence of the governing bodies of the JSC, and their decision-making procedures;
- The procedure for preparing for and holding the General Shareholders Meetings, including a list of issues requiring either unanimous consent or a resolution adopted by a qualified majority of votes;
- Information on branches and representative offices;
- Information on the existence of any special right of participation in the management of the company (a “golden share”) vested in the Russian Federation, a constituent entity of the Russian Federation, or a municipality of the Russian Federation; and
- Other provisions required by law.
The charter may include other provisions, so long as these comply with applicable Russian legislation.
Source: Doing business in Russia by Baker & McKenzie
