(1) issue shares as proof of shareholders' shares, on the one hand, get dividends, on the other hand, participate in the operation and management of the enterprise;
(2) Establish the internal organizational structure of the enterprise. The shareholders' meeting is the highest authority of joint-stock enterprises, the board of directors is the permanent body of the highest authority, and the general manager presides over daily production and business activities;
(3) bear the risk responsibility, the ownership income of joint-stock enterprises is scattered, and the operating risks are shared by many shareholders.
(4) With a strong dynamic mechanism, many shareholders care about the operation of enterprise assets from the perspective of interests, which makes the major decisions of enterprises tend to be optimized, and the development of enterprises can be based on the interest mechanism.
The registered capital of a joint stock limited company is all composed of equal shares, the capital is raised by issuing shares (or warrants), and the company is an enterprise legal person with 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 are free to transfer their shares without the consent of others.
3. Board of Directors and manager: 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.