1. Limited liability company belongs to "human capital joint venture". Its operation is not only a combination of capital, but also a trust relationship between shareholders. At this point, it can be thought that it is based on partnership and joint stock limited company;
A joint stock limited company is a joint venture company, a capital combination of shareholders, not based on the trust relationship between shareholders.
2. Differences in the forms of equity expression:
In a limited liability company, the total rights and interests are not equally divided, and the shareholders' rights and interests are expressed by the proportion of their subscribed capital contributions. When voting and paying off debts, shareholders shall enjoy rights and bear responsibilities according to the proportion of their subscribed capital contributions;
The total capital of a joint-stock company is divided into shares with smaller amount per share and shares with equal amount. The voting rights of shareholders are calculated according to the subscribed capital contribution, with one vote per share.
3. Differences in preparation methods and processes:
A limited liability company can only raise funds by promoters, and cannot publicly raise funds, issue shares or go public. The establishment process is as follows: signing articles of association-capital contribution by shareholders-capital verification by capital verification institutions-establishment registration;
A joint stock limited company can not only set up a limited liability company, but also raise funds from the public and go public for financing. However, the establishment process is complicated: formulating the company's articles of association-the promoters subscribe for shares and publicly issue shares to the public-capital verification-convening the founding meeting-establishment registration.
4. Limit on the number of shareholders:
The shareholders of a limited liability company shall not exceed 50, which protects the company's closeness;
A joint stock limited company shall have 2-200 promoters, and the number of shareholders is not limited. The shareholders of a listed company with millions of people are all shareholders of the company.
5. Capital scale of the company:
Except for limited liability companies and joint stock companies in Shanghai Free Trade Zone, the minimum registered capital of limited companies in other regions is 30,000 yuan.
The minimum registered capital of a joint-stock company is 5 million yuan, and that of a listed company is 50 million yuan. At present, the State Council has held a meeting to urge the whole country to promote the abolition of the minimum registered capital system. It seems that all localities have not yet implemented the detailed rules.
6. The degree of standardization of organizational settings is different:
Limited company is relatively simple and flexible. It can stipulate the organization through its articles of association, and it can have only one director and one supervisor, without the board of supervisors and the board of directors.
Limited by Share Ltd has high requirements, so it is necessary to set up a board of directors and a board of supervisors and hold regular shareholders' meetings. On the basis of joint stock limited companies, listed companies should also invite external independent directors.
7. Equity transfer and equity liquidity:
In a limited liability company, shareholders can transfer their capital contributions to each other. When transferring capital contribution to people other than shareholders, it must be approved by more than half of the shareholders' meeting, so the liquidity of equity is poor and weak;
The shares of a joint stock limited company are publicly issued and the transfer is unrestricted, while the shares of listed companies are more liquid and have stronger financing ability.
8. The public:
The production, operation and financial status of a limited liability company only need to be disclosed to shareholders for inspection within the time limit stipulated in the articles of association, and the financial status is relatively confidential;
Limited by shares, and regularly publish its financial status, listed companies should announce their financial status to the public through public media, which is difficult to operate, difficult to keep secret of the company's financial status, and more likely to involve information disclosure, insider trading and other issues.
Legal basis:
Article 3 of the Company Law of People's Republic of China (PRC) is an enterprise legal person, with independent legal person property and legal person property rights. The company is liable for its debts with all its property. Shareholders of a limited liability company shall be liable to the company to the extent of their subscribed capital contribution; Shareholders of a joint stock limited company shall be liable to the company to the extent of the shares subscribed by them.
Derivative problem:
What is a limited liability company?
A limited liability company, also known as a limited company, means that shareholders are liable for the debts of the company only 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. Companies can't publicly issue shares.