Difference between foreign-invested enterprise limited company and joint-stock company

A joint-stock company refers to a company with shares as its capital, and its shareholders are liable to the company to the extent of the shares subscribed by them. To establish a joint stock limited company, there shall be no less than two promoters and no less than 200 promoters, and the minimum registered capital shall be RMB 5 million. Because all joint-stock companies must be limited liability companies (but not all limited companies are joint-stock companies), they are generally called "joint-stock companies".

The transformation of a foreign-funded enterprise into a company is conditional:

Established Chinese-foreign equity joint ventures, Chinese-foreign contractual joint ventures and foreign-funded enterprises that apply to be converted into companies shall have profit records for the last three consecutive years. Investors of the original foreign-invested enterprises, as promoters of the company or with other promoters, sign agreements and articles of association for the establishment of foreign-invested joint stock limited companies, and submit them to the examination and approval authorities where the original foreign-invested enterprises are located for preliminary examination and approval, and then submit them to the Ministry of Commerce for examination and approval.

The following documents shall be submitted when applying for change:

1, the contract and articles of association of the original foreign-invested enterprise;

2. The resolution of the board of directors of the former foreign-invested enterprise on enterprise restructuring;

3, the original foreign-invested enterprise investors on the termination of the original contract and articles of association resolution;

4, the original foreign-invested enterprise assets evaluation report;

5. The sponsors include but not limited to the investors and agreements of the original foreign-invested enterprises;

6. Articles of Association;

7. The business license and approval certificate of the former foreign-invested enterprise, and the financial reports for the last three consecutive years;

8. An application for the establishment of a company;

9. Credit certificate of the sponsor;

10, feasibility study report. After the application is approved, the promoters shall go through the formalities of change registration with the company registration authority after the approval certificate is issued and the subscribed share capital is paid in full. After a foreign-invested enterprise is registered as a foreign-invested joint stock limited company, all the rights and obligations of the original foreign-invested enterprise are transferred to the company.

A foreign-invested joint-stock company refers to an enterprise legal person established in accordance with the Interim Provisions on Several Issues Concerning the Establishment of Foreign-invested Joint-stock Companies. Its entire capital consists of equal shares. Shareholders are liable to the company with their subscribed shares, and the company is liable to its debts with all its property. Chinese and foreign shareholders hold shares of the company, and the shares purchased and held by foreign shareholders account for more than 25% of the registered capital of the company.