A listed company is a specific part of a company limited by shares. Public offering of shares has reached a considerable scale, and its shares have been approved to enter the centralized securities trading market according to law. When a joint stock limited company applies for listing its shares, it shall submit relevant documents to the stock exchange. A stock exchange shall decide whether to accept the listing and trading of its shares in accordance with this Law and relevant laws and administrative regulations. Listed companies have the following legal characteristics:
1. A listed company is a form of joint stock limited company. According to this law, only joint stock limited companies have the right to list and trade their shares, and other companies, including limited companies, have no right to publicly issue shares and list and trade their shares.
2. The listing of shares of listed companies must meet the statutory conditions and be examined and approved by the stock exchange according to law. Because there are many public shareholders in listed companies, the law pays more attention to their transaction safety.
3. The shares of listed companies are listed and traded on the stock exchange.
External guarantees include: financing guarantee, financing lease guarantee, guarantee under compensation trade, guarantee in overseas project contracting and other guarantees with foreign debts. Whether a company can engage in external guarantee is obviously not prohibited by law. Although the company's external guarantee is also a business project, it is an unconventional business behavior, and the law does not necessarily authorize the company's management to exercise it.
Therefore, the external guarantee of listed companies needs to be announced.
legal ground
Article 16 of the Company Law of People's Republic of China (PRC), the company's investment in other enterprises or providing guarantee for others shall be decided by the board of directors or the shareholders' meeting in accordance with the articles of association; Where the articles of association stipulate limits on the total amount of investment or guarantee and the amount of individual investment or guarantee, it shall not exceed the prescribed limits.
Where a company provides a guarantee for the company's shareholders or actual controllers, it must be resolved by the shareholders' meeting or the shareholders' meeting.
Shareholders specified in the preceding paragraph or shareholders controlled by actual controllers specified in the preceding paragraph shall not participate in voting on matters specified in the preceding paragraph. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.