China's "Company Law" stipulates that the establishment of a joint stock limited company should have more than 2 promoters and less than 200 people. 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".
Joint-stock companies came into being in Europe in the18th century, and were widely popular in capitalist countries in the second half of the19th century. So far, joint-stock companies have dominated the economy of capitalist countries.
Features:
(1) Limited by Share Ltd is an independent Economic legal;
(2) The number of shareholders of a joint stock limited company shall not be less than the quorum. For example, according to French regulations, the number of shareholders should be at least 7;
(3) The shareholders of a joint stock limited company shall bear limited liability for the debts of the company, and the liability limit shall be the number of shares payable by the shareholders;
(4) All the capital of a joint stock limited company is divided into equal shares, and funds are raised through public offering. Anyone can become a shareholder of the company after paying the shares, and there is no qualification restriction;
(5) The shares of the company can be freely transferred, but they cannot be withdrawn;
(6) The company's accounts must be made public so that investors can know about the company and make choices;
(7) There are strict legal procedures for the establishment and dissolution of the company, and the procedures are complicated. It can be seen that a joint stock limited company is a typical "joint venture company".
Whether a person can become a shareholder of a company depends on whether he has paid the shares and bought the shares, not on his personal relationship with other shareholders. Therefore, a joint stock limited company can quickly, extensively and massively concentrate its funds.
At the same time, we can also see that although the capital of unlimited liability companies, limited liability companies and joint-stock companies is also divided into shares, these companies do not publicly issue shares, and their shares cannot be freely transferred. The stocks issued and circulated in the securities market are all issued by joint-stock companies. Therefore, a narrow joint-stock company refers to a joint-stock company.
Extended data:
Conditions for the establishment of 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.
Where a joint stock limited company is established by means of sponsorship, the promoters shall immediately pay all the shares after subscribing for all the shares stipulated in the articles of association and issuing shares.
Where a joint stock limited 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.
When the promoters offer shares to the public, they must be approved by the securities administration department of the State Council in accordance with the law, announce the prospectus, make a subscription book, be underwritten by the legally approved securities institutions, sign an underwriting agreement, sign an agreement with the bank to collect and keep the shares on behalf of the bank, and issue a receipt to the subscribers.
The prospectus shall contain the following items:
(1) The number of shares subscribed by the sponsors;
(2) The par value and issue price of each share;
(3) The total number of bearer shares issued.
(4) The rights and obligations of the subscribers.
(5) The starting and ending period of this offering and the explanation that the subscribers can withdraw the subscribed shares within the time limit.
(6) the use of funds.
4. The promoters shall formulate articles of association, which shall be adopted by the founding meeting.
The articles of association of a joint stock limited company is an important document of a joint stock limited company, which stipulates the most important items of the company. It is not only the foundation of the company, but also the code of conduct of the company and its shareholders. Therefore, although the articles of association are formulated by the promoters, if a joint stock limited company is established by way of offering, a founding meeting composed of subscribers must be held and passed by the resolution of the founding meeting.
5. Have a company name and establish an organization that meets the requirements of the company.
Name is a necessary condition for a joint stock limited company to become a legal person. The company name must comply with the relevant provisions on the administration of enterprise name registration, and the name of a joint stock limited company should also be marked with the words "joint stock limited company".
A joint stock limited company must have a certain organizational structure, conduct internal management and represent the company externally. The organization of a joint stock limited company is the shareholders' meeting, the board of directors, the board of supervisors and the manager.
The general meeting of shareholders makes a resolution; The board of directors is the executive body to implement the resolutions of the shareholders' meeting of the company; The board of supervisors is the supervisory body of the company, which supervises the activities of directors, managers and the company according to law; The manager is appointed by the board of directors, presiding over the daily production, operation and management of the company and organizing the implementation of the resolutions of the board of directors.
6. Having a fixed production and business operation place and necessary production and business operation conditions.
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