Gong si
A company refers to an organization established for profit, engaging in business activities or for a certain purpose. According to the current Company Law of China (2005), its main forms are limited liability companies and joint stock limited companies. These two types of companies are legal persons (Article 36 of the General Principles of Civil Law), and investors can be protected through limited liability.
Generally speaking, a company refers to a kind of for-profit corporate body registered in the statutory registration authority. According to Professor Fang's research, the company was once called "CCBA", which is the proper name of the British East India Company. In the history of more than one hundred years, the Chinese word "company" has gradually become clear in its present meaning through constant misunderstanding and reinterpretation.
Legal definition of a company:
A company is a form of enterprise organization. Strictly speaking, a company refers to a profit-making legal entity established by shareholders according to law. In other words, a company is an economic entity organized according to a certain organizational form. Generally, it is an organization established for profit, engaged in business activities or for some purposes. Its mission is to maximize the interests of investors and exchange income by providing products or services. It is the product of social development and develops with the development of social division of labor. Companies generally have the ability to bear civil liability independently. Collectively referred to as legal persons.
In the concept of a company, it generally includes four elements:
1, established according to law
The company is a legal person engaged in business activities, and the legal person qualification and business qualification need to be recognized by the state, meet the conditions prescribed by law, perform the procedures prescribed by law, and obtain business licenses and other documents issued by relevant state organs;
2, for the purpose of making profits
The purpose of shareholders' contribution to form a company is to obtain profits through the company's business activities. Profitability has become an important element of the company, which is different from non-profit-making public welfare legal persons, administrative state organs and non-commercial companies. A company whose purpose and main activity is to engage in administrative management should not be called a company because it is not a company in the strict sense.
3. Independent legal person
A company must have independent property as the basis of its business activities and the premise of bearing civil liability. Article 3 of China's Company Law stipulates: "Limited liability companies and joint stock limited companies are enterprise legal persons." A company as a legal person must meet the conditions stipulated in Article 37 of the General Principles of Civil Law.
Company classification:
The main forms of companies are limited companies, individual unlimited companies, partnership unlimited companies and publicly listed joint stock limited companies, which are different from non-profit social organizations and institutions.
Companies stipulated in China's current company law are divided into limited liability companies and joint stock limited companies. From the perspective of western company theory, companies can be classified according to different conditions. For example, it is divided into limited liability companies and unlimited liability companies according to whether limited liability is applicable.
The classification of companies in Article 2 of China's Company Law is made according to the characteristics of establishing companies and meeting the needs of social economy. However, the role of other corporate forms in social and economic life has not been ruled out. Therefore, we think the second view is more acceptable.
The most striking feature of a limited liability company is that shareholders are liable to the company within the limit of their capital contribution, and the company is liable to the company's debts with all its assets.
The most important feature of a joint stock limited company, which is different from a limited liability company, is that all its capital 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 capital.
In addition to the classification stipulated in Article 2 of the Company Law, the common classification methods are as follows: according to the different forms of shareholders' liability; According to the different credit standards of the company; According to whether different shareholders and stocks can be transferred; According to the nationality of the company; According to the control and dependence of one company on another; According to the internal jurisdiction system of a company, there are seven common classification methods.
Characteristics of the company:
In the market economy, compared with other market players, the company has the following advantages:
Market economy is the inevitable result of the socialization and marketization of commodity economy to a certain extent, and it is an economy in which market mechanism dominates the social and economic operation and the allocation of social resources is mainly regulated by market mechanism. Market economy requires equal market subjects to follow the principle of equivalent exchange; Through fair competition, we can obtain and provide goods from the market, promote the rational flow of the whole market, optimize the structure and rationally allocate resources. The requirements of market economy determine that market subjects must have clearly defined property rights and must be independent and equal. With its unique nature, the legal person system makes the legal person play a major role in the market economy. As a legal person form, the characteristics of the company fully meet the requirements of the market economy, which will inevitably make the city company become the main body of the market economy. Moreover, due to its own advantages, the company has become the most typical enterprise legal person and occupies an important position in the market economy. Compared with other market participants, the advantages of the company are as follows:
1. The limited liability of the shareholders of the company determines that the shareholders of the investment company can not only meet the needs of investors to seek benefits, but also limit the risks they bear to a reasonable range and increase their investment enthusiasm.
2. Companies, especially joint stock limited companies, can publicly issue stocks and bonds in the society, raise funds extensively, and facilitate the establishment of large enterprises.
3. The company implements the principle of complete separation of ownership and management rights, which improves the management level of the company.
4. The unique organizational structure of the company makes the company's capital and operation tend to maximize the benefits and better realize the investors' goals.
5. The corporate form is completely divorced from personal color and is a permanent combination of capital. The personal safety of shareholders does not affect the normal operation of the company. Therefore, the company has a long duration and high stability. Article 2 of China's Company Law stipulates: "The company mentioned in this Law refers to a company established in accordance with this Law; Limited liability companies and joint stock limited companies established in China. " In other words, China's company law only stipulates two types of companies: limited liability companies and joint stock limited companies. There are two completely different views on the understanding of this legal provision in China. One view is that; China's company law does not recognize unlimited liability companies, joint-stock companies and other corporate forms; You cannot create other company forms. Another thing that is gratifying is that this article does not prohibit the application of laws other than the Company Law to create other forms of companies.