The characteristics of stock ownership is also an important organizational form of enterprises, which has its own important characteristics compared with other forms of ownership:
(1) In a joint stock limited company, the legal ownership of assets is completely separated from the management right, which is a scientific enterprise legal person property right system;
(2) The owner of a joint stock limited company bears limited liability for the company's assets, that is, once the company is dissolved or closed down, the shareholders are only liable for the company's debts with the shares they have contributed, and have nothing to do with the property of other shareholders;
(3) In a joint stock limited company, its property rights have been commercialized, marketized, monetized and securitized, that is, both the property rights and equity rights of legal persons can be regarded as commodities, and the transfer in the market is conducive to the faster concentration of social capital, so that enterprises can compete in a fair environment in accordance with the competition law;
(4) A joint stock limited company is characterized by equality and openness, and the principle of "sharing interests and risks" prevails. All business activities of an enterprise are subject to the investment share, one share has one right and one share has one benefit. At the same time, the assets, finance and operation of the enterprise must be made public;
(5) The irrecoverability, risk and liquidity of shares enable joint-stock enterprises to ensure the integrity of assets, strengthen the interest bond between investors and enterprises, ensure the sovereignty of investors and realize the rational allocation of factors. The ownership of joint stock limited company is the product of the development of commodity economy and the result of the development of credit system. Although it originated from capitalist society, it is not a patent of capitalist economy. This is a neutral form of ownership. Because the socialist economy is still a commodity economy, it is also suitable for the socialist society. It can even be considered that the main feature of stock ownership is joint production and management, because it is more suitable for the mode of production based on public ownership.
Second, the role of equity.
The development of joint-stock economy has the following functions:
(1) can accelerate the concentration of funds and raise funds more effectively; Because of the separation of the two rights, it can enhance the motivation and vitality of enterprises and make the behavior of enterprises long-term; The principle of limited liability and the circulation function of stocks in the equity economy can fully mobilize the enthusiasm and investment enthusiasm of investors;
(2) The liquidity of assets of joint-stock enterprises can realize the rational allocation of production factors and the effective transformation of industrial structure;
(3) Joint-stock enterprises play an extremely important role in developing the combination of production factors among enterprises and forming enterprise groups through holding and equity participation;
(4) The separation of ownership and management rights of joint-stock enterprises creates conditions for the specialization of management and the emergence of entrepreneurs;
(5) As a new neutral form of property, stock ownership can serve both capitalism and socialism.
Three. Conditions for establishing a joint stock limited company
1. The promoters are legally qualified and have a quorum.
The qualification of promoters refers to the qualification obtained by promoters to establish a joint stock limited company according to law. The promoters of a joint stock limited company may be natural persons or legal persons, but more than half of the promoters must have their domicile in China.
The establishment of a joint stock limited company must reach a quorum, with at least two promoters and at least 200 promoters. When a state-owned enterprise is transformed into a joint stock limited company, the number of promoters may be less than 5, but it shall be established by way of offering. It is an international practice to set a minimum number of promoters for the establishment of a joint stock limited company. There is no minimum amount of sponsors. First, there are too few sponsors to fulfill their obligations. Second, a few sponsors are prevented from harming the legitimate rights and interests of other shareholders. There is no need to specify the maximum amount of sponsors.
2. The share capital subscribed and publicly offered by the promoters has reached the statutory minimum.
A joint stock limited company must have basic responsibility ability. In order to protect the interests of creditors, the establishment of a joint stock limited company must reach the statutory capital. The minimum capital of a joint stock limited company in China shall not be less than 5 million yuan. Where the minimum registered capital of a joint stock limited company with specific requirements needs to be higher than the above minimum, it shall be stipulated separately by laws and administrative regulations.
Sponsors can make contributions in cash, or in kind, industrial property rights, non-patented technology and land use rights. When the promoters make capital contributions in cash, they shall pay cash. When the promoters contribute capital with other property rights other than currency, they must evaluate the price, verify the property and convert it into shares, go through the transfer procedures of their property rights according to law, and jointly transfer the property rights to the company with the promoters.
3. The issuance and preparation of shares are in compliance with the law.
The issuance and preparation of shares are carried out in accordance with the law, which is the principle that a joint stock limited company must follow.
Share issuance refers to the legal act of selling and raising shares in order to raise company capital when a joint stock limited company is established. The issue of shares mentioned here is the establishment of shares, which refers to the act of issuing shares in order to form a joint stock limited company and raise the capital needed to form a company in the process of establishing a company. The issue in the establishment stage can be divided into two types: initiating the establishment issue and offering the establishment issue. Initiation of establishment and issuance, that is, all shares are subscribed by promoters, and public offering is not allowed. Offering, establishment and issuance means that the promoters only subscribe for part of the shares, and the rest are publicly offered to the public.
The capital of a joint stock limited company is divided into shares, and the amount of each share is equal. The shares of the Company are restricted shares. Stock issuance should follow the principles of openness, fairness and justice, and shares must have the same rights. Shares issued at the same time shall be issued under the same conditions and at the same price.
The establishment of a joint-stock limited liability company needs to be handled in strict accordance with the procedures stipulated in the above-mentioned laws, especially the internal production results recognized by different economic properties are different, but no matter what the nature, legal business activities should be carried out within the scope stipulated by national laws.
Four, the nature of the joint stock limited company:
1. Profit-making is the enterprise nature of a joint stock limited company, and shareholders need to bear limited liability. Specifically, a joint-stock company is a joint-stock enterprise established by two or more investors in the form of shares.
2, joint-stock enterprises are divided into the following two types:
(1) Limited liability company: an economic organization established by shareholders with less than 50 employees. Each shareholder shall bear limited liability to the company with the amount of capital contribution subscribed, and the enterprise as a legal person shall bear full liability for the company's debts with all its assets. This type of enterprise is more suitable for starting a business. Most investment and financing schemes and VIE structures are designed based on limited liability companies.
(2) Limited by Share Ltd: It is composed of two or more promoters and less than 200 promoters. All the capital of the company is equal shares, and shareholders are liable to the company to the extent of their shares.
Legal basis:
Company Law of the People's Republic of China
Article 77 A joint stock limited company may be established by means of initiation or offering.
A promoter refers to a company established by the promoters who subscribe for all the shares that should be issued by the company.
The establishment by public offering means that the promoters subscribe for part of the shares that should be issued by the company and raise the remaining shares to the public or specific objects to establish the company.
Article 78 To establish a joint stock limited company, there shall be two or more promoters, more than half of whom shall have their domicile in China.
Article 79 The promoters of a joint stock limited company shall undertake the preparatory work of the company.
The promoters shall sign a promoter agreement to clarify their respective rights and obligations during the establishment of the company.