Joint stock limited company: A company established by more than a certain number of shareholders, all its capital is divided into equal shares, and the shareholders are liable to the company with their shares, and the company is liable to the company's debts with all its assets.
The registered capital consists of all equal shares, and the capital is raised by issuing shares (or warrants). The company shall bear limited liability for the company's debts with all its assets. Its main features are: the total capital of the company is divided into equal shares; Shareholders shall bear limited liability to the company with their subscribed shares, and the company shall bear liability for the company's debts with all its assets; One vote per share, shareholders enjoy rights and assume obligations with their shares.
In essence, a company limited by shares is just a special limited liability company. Due to the law, a limited liability company can only have less than 50 shareholders, which limits the company's ability to raise funds. On the other hand, a joint stock limited company overcomes this shortcoming, and decomposes the registered capital of the whole company into shares with small face value (usually RMB 1 yuan, but there are exceptions: in 2000, Li Ka-shing bought shares issued by an unknown company for a total price of HK$ 6,543,800+0,500, thus increasing the total number of shares held by the company to 5), which can attract a large number of investors, especially small investors.
Due to the characteristics of a joint stock company, it is different from a limited liability company in organization and management.
1. Registered capital: also refers to the registered paid-in capital, with a minimum amount of 5 million yuan; 2. Authority: shareholders' meeting, composed of all shareholders.
Each share of a shareholder has one vote. It is worth noting that the Company Law stipulates that the resolution of the shareholders' meeting must be passed by more than half of the voting rights held by the shareholders present at the meeting or more than 65,438+0/2. In the case of China, a large number of investors who aim at speculation simply don't care about the specific operation of the enterprise, let alone pay for the shareholders' meeting, which creates conditions for the major shareholders to manipulate the voting; Another difference is that shareholders of a joint stock limited company can freely transfer their shares without the consent of others; Third, the board of directors and managers: this is basically the same as a limited liability company; The chairman is the legal representative of the company, and the manager is responsible for the operation and management of the company; At the same time, the directors shall be responsible for the resolutions of the board of directors. If the resolution of the board of directors violates laws, administrative regulations or the articles of association of the company, causing serious losses to the company, the directors participating in the resolution shall be liable for compensation to the company.
For listed companies, it is also necessary to hire independent external directors.
incorporated company
limited company
All the capital of the company is divided into equal shares, and shareholders are limited to the number of shares they subscribe for and are not responsible for all their private property.
The main ways of establishment are: ① Initiation of establishment. That is, all the shares are subscribed by the promoters, and public offering is not allowed. ② Recruitment and preparation. That is, the promoters only subscribe for part of the shares, and the rest are openly recruited for the society. In different countries, the provisions for establishing a joint stock limited company are different. Some countries stipulate that a company can only be established if all its shares are fully recognized. Some countries stipulate that if a joint stock limited company implements the legal capital system, it shall be established on the condition that all the shares are subscribed; Where a joint stock limited company implements the authorized capital system, it may not subscribe for all the shares.
[Edit this paragraph] Organization
Mainly includes: ① shareholders' meeting. That is, an institution composed of all shareholders. It is the highest authority and deliberative body of the company. All major issues of the company shall be decided by the shareholders' meeting. The functions and powers of the shareholders' meeting mainly include: hearing and deliberating the reports of the board of directors, the board of supervisors and auditors; To be responsible for the appointment and removal of directors, supervisors or auditors and liquidators; To decide the distribution of company surplus and dividend; Conclude, modify or terminate contracts for transferring or leasing the company's business or property and accepting other people's business or property; To make resolutions on the Company's increase or decrease of capital, amendment of the Articles of Association, dissolution or merger. ② Board of Directors. That is, a collective organization composed of more than two directors. It is the permanent management organization of the company, which conducts business internally, represents the company externally and is responsible to the shareholders' meeting. The functions and powers of the board of directors mainly include: expressing opinions or making decisions on various business matters on behalf of the company, and organizing the implementation and enforcement of these decisions; Except the matters decided by the shareholders' meeting, the specific matters in the daily business activities of the company shall be decided by the board of directors. ③ Board of Supervisors. That is, the organization that supervises the board of directors to carry out business activities. It is the permanent organization of the company, elected by the shareholders' meeting from among the shareholders, and may not be concurrently held by directors or managers. The functions and powers of the board of supervisors mainly include: attending board meetings as nonvoting delegates, supervising the activities of the board of directors, listening to the reports of the board of directors regularly and at any time, and preventing the board of directors from violating laws and articles of association; Investigate the business and financial status of the company at any time, and consult account books and other documents; Review the settlement statement and liquidation report at the time of liquidation of the company; Convene a general meeting of shareholders; Handling or suing directors on behalf of the company.
[Edit this paragraph] Ways to raise funds
Mainly includes: ① issuing stocks. Stock is a share certificate issued by the company to shareholders, a legal certificate for shareholders to own the company's property, and a valuable securities on which shareholders can get dividends and bonuses. Stocks can be bought and sold according to law, and the price goes with the market. The types of stocks include: registered stocks and bearer stocks, common stocks and preferred stocks, par value stocks and non-par value stocks, single shares and multiple shares. ② Issuing corporate bonds. Bonds are securities issued by companies in accordance with legal procedures in order to raise funds and undertake the obligation to pay certain interest and repay the principal within a specified period of time. Bonds can be divided into registered bonds and bearer bonds. When a registered bond is transferred, it must be endorsed in addition to the bond; Bearer bonds take effect immediately after transfer. Corporate bondholders are creditors of the company and have no right to participate in the decision-making of the company's affairs and operations, but only have the right to require the company to pay fixed interest according to the bond amount. When the repayment period of corporate bonds expires, the company has the obligation to pay off the principal of the bonds to the bondholders. When the company is dissolved, the bondholders have the priority to be compensated from the company's property.
[Edit this paragraph] Characteristics of a joint stock limited company
A company limited by shares 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.
It can be seen that a joint stock limited company is a 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.
[Edit this paragraph] The role of a joint stock limited company
1, the role of the country in promoting economic development. Promote the horizontal financing of funds and the horizontal connection of economy, and improve the overall efficiency of resource allocation.
2. Joint-stock enterprises should establish and improve the management mechanism of self-restraint and self-development.
3. Generally speaking, opening up investment channels for stock investors, expanding the scope of investment choices and adapting to the diversity of investors' investment motives, trading motives and interests can provide investors with the possibility of obtaining higher returns.