The problem you mentioned is actually the difference between a "limited liability company" and a "joint stock limited company"!
Under normal circumstances, joint-stock companies will not omit the word "shares", but they will also be omitted in common spoken language.
As follows —————————
(1) function
Limited liability company: ① each shareholder shall bear limited liability to the company with the amount of capital contribution subscribed by him, and the company shall be liable for its debts with all its assets; (2) prove the shareholder's share of capital contribution with the capital contribution certificate; (3) Can't issue stocks, can't publicly issue stocks; (4) Shareholders' capital contribution cannot be transferred at will; ⑤ Finance need not be made public.
Limited by Share Ltd: ① Capital is divided into equal shares; (2) Issuing stocks to raise funds; (3) Shareholders shall be liable to the company with the shares subscribed by them, and the company shall be liable to the company's debts with all its assets; 4. Shares can be freely transferred; ⑤ Financial disclosure.
(2) Conditions for establishment
Limited liability company: ① The quorum of shareholders is 2-50; (2) Shareholders' capital contribution reaches the statutory minimum capital (depending on different industries); ③ Shareholders * * * jointly formulate the Articles of Association; (4) If there is a company name, the limited liability company must indicate the words "limited liability company" in the company name, and establish an organization that conforms to the limited liability company; (5) Having a fixed place for production and business operation and necessary conditions for production and business operation.
Joint stock limited company: ① To establish a joint stock limited company, there should be more than five promoters, more than half of whom must have a domicile in China; (2) 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 raising funds; ③ The minimum registered capital is RMB100000 yuan; (4) The promoters shall formulate the articles of association; (5) Having a company name and establishing an organization that conforms to a joint stock limited company; ⑥ There are fixed production and business premises and necessary production and business conditions.
(3) Capital contribution
Limited liability company: 500,000 yuan for companies mainly engaged in production and operation; 500,000 yuan for companies mainly engaged in commodity wholesale; 300,000 yuan for companies mainly engaged in commercial retail; Science and technology development, consulting and service company 654.38+10,000 yuan.
Limited by Share Ltd: The minimum registered capital is RMB10,000 yuan.
(4) Investment mode
Limited liability company: shareholders shall pay their capital contribution in full according to the amount of capital contribution subscribed in the promoter agreement and the articles of association. If a shareholder fails to pay the subscribed capital contribution on time, it shall be liable for breach of contract to other shareholders who have already contributed capital.
Limited by Share Ltd: When a company is established, all the company capital stipulated in the articles of association must be issued at the time of establishment and subscribed by the promoters. Where a company is established by offering, the shares subscribed by the promoters shall not be less than 35% of the total shares of the company, and the remaining shares shall be offered to the public.
(5) Share transfer
Limited liability company: Shareholders can transfer all or part of their capital contributions to each other. When a shareholder transfers his capital contribution to a person other than the shareholder, it must be approved by the shareholders' meeting.
Limited by Share Ltd: The shares held by the promoters of a limited by share company shall not be transferred within 3 years from the date of establishment of the company. Directors, supervisors and managers of a company shall declare their shares in the company to the company and shall not transfer them during their term of office.
(6) organization
Limited liability company: shareholders' meeting, board of directors, manager and board of supervisors. A limited liability company with a small number of shareholders may have 1 executive directors and no board of directors; Without the board of supervisors, there may be 1~2 supervisors. As a special form of limited liability company, a wholly state-owned company does not have a shareholders' meeting, and the board of directors of the company is authorized by the state-authorized investment institution or the state-authorized department to exercise part of the functions and powers of the shareholders' meeting.
Joint stock limited company: (founding meeting), shareholders' meeting, board of directors, manager and board of supervisors. Among them, the founding meeting is a transitional institution in the process of establishing a joint stock limited company.
(7) Grasp the authority of the shareholders' meeting of a limited liability company.
A joint stock limited company has one less thing than a limited liability company, that is, "to make a resolution on the transfer of capital contribution by shareholders to people other than shareholders", that is, a joint stock limited company has no restrictions on the transfer of capital contribution by shareholders to people other than shareholders. Other functions and powers are the same.
(eight) the meeting system of shareholders' meeting or shareholders' meeting.
Shareholders' meetings or shareholders' general meetings exercise their rights through meetings, and the relevant provisions of the meeting system are very important and should be mastered.
Limited liability company: ① Shareholders' meetings are divided into regular meetings and temporary meetings. Regular meetings are held on time in accordance with the articles of association. An interim meeting is a meeting held outside the meeting time stipulated in the articles of association.
② Shareholders representing more than 65,438+0/4 voting rights, directors or supervisors above 65,438+0/3 may propose to convene an interim meeting.
③ All shareholders shall be notified 15 days before the convening of the shareholders' meeting. The shareholders' meeting shall make minutes of the decisions on the matters discussed, and the shareholders present at the meeting shall sign the minutes.
(4) The first shareholders' meeting shall be convened and presided over by the shareholder with the largest capital contribution. In future shareholders' meetings, if a board of directors is established, it shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties due to special reasons, the vice chairman or other directors designated by the chairman shall preside over it.
⑤ At the shareholders' meeting, the shareholders shall exercise their voting rights in proportion to their capital contribution. Special resolutions refer to resolutions on the increase or decrease of registered capital, division, merger, dissolution, change of corporate form or amendment of the Articles of Association of the Company, which must be passed by shareholders representing more than two thirds of the voting rights.
Limited by Share Ltd: ① The shareholders' meeting is divided into annual meeting and temporary meeting. The annual meeting is a meeting held on time once a year. An interim meeting refers to a meeting convened in accordance with the law at the annual meeting due to business.
② In any of the following circumstances, an extraordinary general meeting of shareholders shall be held within 2 months: when the number of directors is less than the number stipulated in the Company Law or 2/3 of the number stipulated in the Articles of Association; When the company's uncompensated losses reach the total share capital 1/3; At the request of shareholders holding more than 0/0% shares of the company/kloc-; When the board of directors deems it necessary; When the board of supervisors proposes to convene.
③ When convening a general meeting of shareholders, shareholders shall be informed of the matters discussed at the meeting 30 days before the meeting. The extraordinary general meeting of shareholders shall not make resolutions on matters not specified in the notice.
④ The shareholders' meeting shall be convened by the board of directors and presided over by the chairman. When the chairman is unable to perform his duties due to special reasons, the vice chairman or other directors designated by the chairman shall preside over it.
⑤ Shareholders attend the shareholders' meeting, and each share they hold has one vote. A special resolution refers to a resolution on the merger, division, dissolution or amendment of the Articles of Association of a company, which must be passed by more than two thirds of the voting rights held by shareholders present at the meeting, and a general resolution only needs to be passed by more than half of the voting rights held by shareholders present at the meeting.
(9) Board of Directors
Limited liability company: ① The board of directors of a limited liability company is the executive body of the company's shareholders' meeting and is responsible to the shareholders' meeting. The board of directors consists of 3 to 13 people. A limited liability company established by two or more state-owned enterprises or other two or more state-owned investors shall have staff representatives among its board members. The employee representatives in the board of directors are democratically elected by the employees of the company.
② The term of office of directors shall be stipulated in the articles of association, but each term shall not exceed 3 years. Upon expiration of the term of office, directors may be re-elected. Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.
③ The method for the formation of the chairman and vice chairman shall be stipulated in the articles of association. The chairman is the legal representative of the company.
Limited by Share Ltd: ① The board of directors of a limited by share Ltd is the executive body of the company's shareholders' meeting and is responsible for the company's shareholders' meeting. The board of directors consists of 5 to 19 people. The board of directors has 1 chairman and 1~2 vice-chairmen.
The term of office of directors of a joint stock limited company shall be stipulated in the articles of association, but each term shall not exceed 3 years. Upon expiration of the term of office, directors may be re-elected. Before the expiration of a director's term of office, the shareholders' meeting shall not dismiss him without reason.
③ The chairman of a joint stock limited company is elected by the board of directors with more than half of all directors, and the chairman is the legal representative of the company.
(10) board power
Limited liability companies, like joint stock companies, have ten items.
(1 1) Rules of Procedure of the Board of Directors
Limited liability company: ① the board meeting shall be convened and presided over by the chairman; When the chairman is unable to perform his duties due to special reasons, it shall be convened and presided over by the vice chairman or other directors designated by the chairman. 1/3 or more directors may propose to convene a board meeting.
② When convening a board meeting, all directors shall be informed 10 days before the meeting. The board of directors shall make minutes of the decisions on the matters discussed, and the directors present at the meeting shall sign the minutes.
(3) The discussion methods and voting procedures of the board of directors shall be stipulated in the articles of association, unless otherwise stipulated in the Company Law.
Limited by Share Ltd: ① The board of directors shall meet at least twice a year. In addition to these two statutory meetings, the board of directors may decide to convene a board meeting at any time as needed. The meeting of the board of directors shall be convened and presided over by the chairman. When the chairman is unable to perform his functions and powers due to special reasons, the vice chairman designated by the chairman shall convene and preside over the meeting. When convening a board meeting, all directors shall be notified 10 days before the meeting. However, if an interim meeting of the board of directors is required due to urgent matters, the notification method and time limit for convening the board of directors may be stipulated separately.
② When the board of directors is convened, the directors shall attend in person. If a director is unable to attend for some reason, he may entrust other directors to attend in writing, but the written power of attorney shall specify the scope of authorization. The board of directors shall keep minutes of the matters discussed, and the directors and recorders present at the meeting shall sign the minutes.
(3) The board of directors of a joint stock limited company can only be convened when more than 65,438+0/2 directors are present. The resolution of the board of directors must be passed by more than half of all directors.
(12) Senior management qualification
A limited liability company is the same as a joint stock limited company: under any of the five circumstances prescribed by law, it may not serve as a director, supervisor or manager of the company.