According to different standards, companies can be classified differently, and each classification has its legal significance. Some types of companies are not stipulated in the company law of our country, so they have no legislative and judicial significance, but it is still very important to grasp and understand them theoretically, which is of great significance for accurately understanding and understanding the principles of the company law. At the same time, it should be noted that various classification standards are relative, not absolute.
(1) is classified according to the responsibility scope of the company's shareholders.
Companies can be divided into unlimited liability companies, joint stock limited companies, joint stock limited companies and limited liability companies according to the scope of responsibility of shareholders, that is, whether shareholders are responsible for the company's debts. This is the main company classification.
Unlimited liability company refers to a company composed of more than two shareholders, all of whom are jointly and severally liable for the debts of the company. A joint venture is a company composed of some shareholders with unlimited liability and some shareholders with limited liability. The former is jointly and severally liable for the company's debts, while the latter is only liable for the capital contribution. A joint-stock company refers to a joint-stock company composed of some shareholders who bear unlimited joint and several liability for the company's debts and some shareholders who only bear limited liability for the company's debts with their shares. Because of their inherent defects, these three companies are few in number, especially joint-stock companies. China's company law has no regulations on these three companies. However, in the company laws of many western countries, these three types of companies still exist, although their number is only a few.
A joint stock limited company refers to a company composed of more than a certain number of people. All the capital of the company is divided into equal shares. Shareholders are liable to the company with their shares, and the company is liable to the company's debts with all its assets. In the history of company development, the company limited by shares came into being after two companies. A joint stock limited company is especially suitable for the operation of large enterprises, because it can raise funds widely in the society, the shares can be freely transferred, the company can implement the management mode of separation of ownership and management rights, the mechanism of decentralization and checks and balances, and the limited liability of shareholders. Now it has become a very important corporate form. The company law of our country adjusts the joint stock limited company into one of the most basic forms of company.
A limited liability company refers to a company in which shareholders are liable to the company only to the extent of their capital contribution, and the company is liable to the company's debts with all its assets. In the history of company development, limited liability companies appeared late. Because it absorbs the advantages of other corporate forms and overcomes their shortcomings, this corporate form has developed rapidly around the world. China's "Company Law" also recognizes that limited liability company is a major form of company.
Therefore, the shareholders of the company in China's company law bear limited liability, and the company bears the liability independently with its own property. Shareholders of a limited liability company are liable for the company's debts to the extent of their subscribed capital contribution, and shareholders of a joint stock limited company are liable for the company's debts to the extent of their subscribed shares.
(2) Classification according to the company's share transfer methods.
Companies can be divided into closed companies and open companies according to the way of share transfer, that is, whether the shares of the company can be freely transferred and circulated. Closed company, also known as private company, unlisted company and private company, refers to a company whose share capital is all owned by the shareholders who set up the company and its shares cannot be freely transferred in the securities market. A limited liability company is a closed company. Open companies, also known as public companies, listed companies, public companies and so on. Refers to a company that can publicly issue shares according to legal procedures. The number of shareholders is usually unlimited, and the company's shares can be openly and freely transferred in the securities market. In fact, such companies refer to listed companies in joint stock limited companies. Not all joint-stock limited companies are listed companies, but all joint-stock limited companies are public and can apply for public offering of shares and raising funds, while limited liability companies cannot publicly issue shares to the public, so they cannot raise funds in this way.
Therefore, companies in China's company law, limited liability companies belong to closed companies and joint-stock companies belong to open companies, but unlisted companies in joint-stock companies are still closed, and only listed companies in joint-stock companies are truly open companies.