A joint-stock company belongs to a joint venture company and has the following characteristics: first, the capital of a joint-stock company is not invested by one person alone, but is divided into several shares, which are composed of many people subscribing for shares with the same capital contribution; Second, the ownership of a joint-stock company does not belong to one person, but to all the people who subscribe for the shares of the company.
These two characteristics of the joint-stock company make it have advantages that other forms of enterprise organization do not have: (1) the joint-stock company can quickly realize capital concentration. The capital of a joint-stock company is divided into several shares, which are subscribed by the investors, who can subscribe for one or several shares according to their own economic ability. In this way, a large amount of investment is broken down into parts, which enables more people to invest and greatly speeds up the investment. (2) Joint-stock companies can meet the requirements of modern social mass production for enterprise organizational forms. Socialized mass production requires higher organizational forms of enterprises, and joint-stock companies can meet these requirements. This is because joint-stock companies can raise funds through IPO and concentrate huge capital to meet the demand for funds for large-scale production; At the same time, the ownership of joint-stock companies belongs to all shareholders, and various management institutions such as shareholders' meeting, board of directors and board of supervisors are set up to separate ownership and management rights, and joint-stock companies have become the most important enterprise organization form in modern economy.
Because each joint-stock company has different characteristics, it can be divided into different types.
1. Unlimited Company
Simply put, an unlimited company is a company in which all shareholders are jointly and severally liable for the debts of the company. The so-called joint unlimited liability includes two meanings: (1) shareholders bear unlimited liability for the debts of the company. It means that shareholders should be responsible for the debts of the company with all their assets. When the company is insolvent, no matter how much the shareholders contribute, they must take out all their assets to pay off the debts. (2) Shareholders are jointly and severally liable for the debts of the company. That is, all shareholders are jointly and severally liable for the debts of the company, and all shareholders are liable for all debts. When the company is insolvent, the creditors may require all shareholders to jointly pay off the debts, or only one of them to pay off the debts, and the shareholders shall not refuse. When one shareholder has paid off all the debts of the company, other shareholders can pay off the debts. In addition, joint liability also includes: shareholders should also be responsible for the debts incurred by the company before joining the company; After the withdrawal registration, the shareholders shall still be jointly and severally liable for the debts incurred by the company at the time of withdrawal within two years after the withdrawal; Within three to five years after the dissolution of the company, shareholders are still liable for paying off the debts of the company.
An unlimited company must have at least two shareholders, and the company's capital is formed by capital contribution on the basis of mutual familiarity and trust among shareholders. Here, personal trust plays a decisive role, and it is difficult for non-close friends to become shareholders of the company. Therefore, people are also called unlimited liability companies? Renhe company? .
Because the company's shareholders assume unlimited liability for debts and guarantee the interests of creditors, the company has a high reputation; At the same time, the establishment of the company is simple. As long as two shareholders trust each other, the company can be established, eliminating the complicated legal registration procedures. For shareholders, there is no need to disclose business insider to the public. Strong confidentiality is conducive to competition. However, the disadvantages of unlimited liability companies are also obvious, because shareholders have to bear joint and several unlimited liabilities for the company's debts, so the investment trend is too great; Shareholders are not allowed to transfer their shares at will. To transfer shares, all shareholders must agree, which undoubtedly increases the difficulty of company financing.
2. Limited company
It means that shareholders are only liable for the debts of the company to the extent of their capital contribution. Compared with a joint stock limited company, the number of shareholders in a limited company is small, and the company laws of many countries have strict regulations on the number of shareholders in a limited company. Britain, France and other countries stipulate that the number of shareholders of a limited liability company should be between 2 and 50. If there are more than 50 companies, they must apply to the court for franchise, or turn into a joint stock limited company. At the same time, the capital of a limited company does not have to be divided into equal shares, nor does it issue shares publicly. The shares of the company held by shareholders can be freely transferred among shareholders within the company. If it is transferred to someone outside the company, it must be approved by the shareholders of the company. Due to the small number of shareholders, the establishment procedure of the company is very simple, and the company does not need to disclose its operating conditions to the public, thus enhancing its competitiveness.
3. gmbh & Co. Kg
That is, the company consists of unlimited liability shareholders and limited liability shareholders. Among the shareholders of the company, there are both shareholders with unlimited liability and shareholders with limited liability. Unlimited shareholders are jointly and severally liable for the company's debts, while limited shareholders' liability for the company's debts is limited to their capital contribution. Due to the different responsibilities of shareholders, their status and role in the company are also different. Unlimited shareholders have control over the company and manage its business activities; Limited liability shareholders cannot manage the company's business. You can't represent the company externally. If you want to transfer shares, you must get the consent of more than half of the shareholders with unlimited liability.
4. Limited by Share Ltd
Limited by Share Ltd is the most important corporate form in western countries.
Limited by Share Ltd has the following characteristics: (1) Limited by Share Ltd is an independent Economic legal; (2) The number of shareholders of a joint stock limited company shall not be less than the quorum. For example, according to French regulations, the number of shareholders should be at least 7; (3) The shareholders of a joint stock limited company shall bear limited liability for the debts of the company, and the liability limit shall be the number of shares payable by the shareholders; (4) All the capital of a joint stock limited company is divided into equal shares, and funds are raised through public offering. Anyone can become a shareholder of the company after paying the shares, and there is no qualification restriction; (5) The shares of the company can be freely transferred, but they cannot be withdrawn; (6) The company's accounts must be made public so that investors can know about the company and make choices; (7) There are strict legal procedures for the establishment and dissolution of the company, and the procedures are complicated.
Thus, a company limited by shares is typical? Joint venture company? . Whether a person can become a shareholder of a company depends on whether he has paid the shares and bought the shares, not on his personal relationship with other shareholders. Therefore, a joint stock limited company can quickly, extensively and massively concentrate its funds. At the same time, we can also see that although the capital of unlimited liability companies, limited liability companies and joint-stock companies is also divided into shares, these companies do not publicly issue shares, and their shares cannot be freely transferred. The stocks issued and circulated in the securities market are all issued by joint-stock companies. Therefore, a narrow joint-stock company refers to a joint-stock company.
5. Joint stock company
A joint-stock company is a company composed of unlimited shareholders and limited shareholders. Among them, the capital of the limited liability part is divided into several equal parts, which are subscribed by the limited liability shareholders, which is different from the joint venture company. Joint-stock companies have the following characteristics:
(1) Unlimited shareholders are jointly and severally liable for the debts of the company; Limited liability shareholders shall be liable for the debts of the company to the extent of their capital contribution.
(2) If a limited liability shareholder transfers all or part of its shares to others, it must obtain the permission of more than half of the unlimited liability shareholders.
(3) Limited liability shareholders are generally unable to perform business on behalf of the company and represent the company externally.
After the end of each business year, the joint-stock company shall distribute profits. The profit of a company refers to the difference between income and expenditure. As far as joint-stock companies are concerned, their profits mainly come from two aspects: (1) operating profit income; (2) Non-operating profit income, including: income from issuing stocks exceeding par value; Asset appreciation income; Premium income from selling assets and gift income, etc.
According to the company law, the profits of a joint-stock company should be distributed in a certain order and proportion. First of all, we must withdraw part of the provident fund from the company's profits. The common reserve fund is mainly used to make up the company's unexpected losses, expand the production scale and business scope, and consolidate the company's financial foundation. Provident funds can be divided into statutory provident funds and arbitrary provident funds. Statutory provident fund is a compulsory provident fund drawn according to law. All countries have clearly stipulated the proportion of statutory provident fund, and the articles of association and shareholders' meeting have no right to change it. Arbitrary accumulation fund refers to the accumulation fund drawn by the company in addition to the statutory accumulation fund according to the provisions of the company's articles of association or the decision of the shareholders' meeting, which is prepared by the company to meet future unexpected needs, such as maintaining the dividend level in loss-making years. , the proportion of extraction shall be stipulated by the company in its articles of association.
After the provident fund is withdrawn, the remaining profits are used to pay the interests of creditors and dividends of shareholders. Because the company must pay the creditors' interest on schedule, the proportion of this part of the withdrawal is determined by the interest rate and is relatively fixed. In the company's profits, the part used to pay dividends to shareholders is not fixed. It is determined by the total profit of the company and the amount deducted above. If there are more profits, the dividends can be divided, otherwise it will be reduced, and sometimes even not.