1. The typical forms of companies are limited liability companies and joint stock limited companies.
It is characterized in that:
A company is an enterprise in the form of shares, which is a collection of shares of two or more shareholders.
The company implements limited liability, that is, from the inside out, the company adopts the property liability mode of limited liability.
Second, the type of company.
According to the form of company property liability, it can be divided into unlimited companies, limited liability companies, joint-stock companies, joint-stock companies and joint-stock companies;
1. The concept and characteristics of a limited liability company:
A limited liability company refers to an enterprise legal person in which two or more shareholders are liable to the company with the same capital contribution, and the company is liable for its debts with all its assets. It is characterized in that:
The closure of the raised funds; The inequality of company capital; Limitation on the number of shareholders;
The transfer of shares is strictly restricted; Organization can be relatively simple.
2. The establishment of a limited liability company
The establishment of a limited liability company must meet the statutory conditions and be carried out in accordance with legal procedures. The conditions are as follows:
First, shareholders meet the quorum; The quorum of shareholders of a limited liability company shall be two or more and fifty or less. Shareholders can be natural persons, legal persons or units authorized by the state. They can be citizens or organizations of China, or citizens or organizations of foreign countries, Hong Kong, Macao and Taiwan. However, institutions or departments authorized by the state to invest can independently invest in the establishment of wholly state-owned limited liability companies, that is, they are not subject to the above quorum restrictions.
Second, the shareholder's capital contribution reaches the minimum statutory capital; Statutory total capital refers to the minimum total capital of various limited liability companies stipulated by law. It consists of the capital contribution made by all shareholders. However, the company law does not stipulate the amount of investment of individual shareholders, but only requires that their total investment must reach or exceed the statutory capital of various limited liability companies stipulated by law.
Third, shareholders * * * jointly formulate the articles of association; To establish a company, the articles of association must be formulated according to law. The articles of association are the company's autonomy criteria and are binding on the company, shareholders, directors, supervisors and managers. The articles of association of a limited liability company shall include: the company name and domicile; The business scope of the company; Registered capital of the company: name of shareholders; Rights and obligations of shareholders; The mode and amount of capital contribution of shareholders; Conditions for shareholders to transfer their capital contribution; The organization of the company and its methods of formation, powers and rules of procedure; The legal representative of the company; Reasons for the dissolution of the company and liquidation methods; Other matters that shareholders think need to be specified.
3. The concept and characteristics of joint stock limited company
A joint-stock company (joint-stock company) refers to a company (enterprise legal person) composed of a certain number of shareholders. All its capital is divided into equal shares. Shareholders are liable to the company to the extent of the shares they hold (subscribe), and the company is liable to the company's debts with all its assets. It is characterized in that:
Public offering of raised funds; The universality of the number of shareholders (only the minimum quorum of shareholders is stipulated);
Share equivalence; Shares can be freely transferred; The establishment requirements are relatively strict.
4. Establishment of a joint stock limited company
The promoters meet the quorum; The share capital subscribed by the promoters and publicly raised by the society has reached the statutory minimum;
The issuance and preparation of shares comply with the law; The promoters shall formulate articles of association, which shall be adopted by the founding meeting;
Having a company name and establishing an organization meeting the requirements of a joint stock limited company;
Having a fixed production and business operation place and necessary production and business operation conditions.