1, the difference of equity expression forms
In a limited liability company, the total rights and interests are not equally divided, and the shareholders' rights and interests are expressed by the proportion of their subscribed capital contributions. When voting and paying off debts, shareholders shall enjoy rights and bear responsibilities according to the proportion of their subscribed capital contributions; The total capital of a joint-stock company is divided into shares with smaller amount per share and shares with equal amount. The voting rights of shareholders are calculated according to the subscribed capital contribution, with one vote per share.
2. Differences in compilation methods and processes
A limited liability company can only raise funds by promoters, and cannot publicly raise funds, issue shares or go public. The establishment process is as follows: signing articles of association-capital contribution by shareholders-capital verification by capital verification institutions-establishment registration; A joint stock limited company can not only set up a limited liability company, but also raise funds from the public and go public for financing. However, the establishment process is complicated: formulating the company's articles of association-the promoters subscribe for shares and publicly issue shares to the public-capital verification-convening the founding meeting-establishment registration.
3. Limit on the number of shareholders
The shareholders of a limited liability company shall not exceed 50, which protects the company's closeness; A joint stock limited company shall have 2-200 promoters, and the number of shareholders is not limited. The shareholders of a listed company with millions of people are all shareholders of the company.
4, the company's capital scale
Except for limited liability companies and joint-stock companies in Shanghai Free Trade Zone, the minimum registered capital of limited companies in other regions is 30,000 yuan, that of joint-stock companies is 5 million yuan, and that of listed companies is 50 million yuan. At present, the State Council has held a meeting to urge the whole country to promote the abolition of the minimum registered capital system. It seems that all localities have not yet implemented the detailed rules.
5. The degree of standardization of organizational setup is different.
Limited company is relatively simple and flexible. It can stipulate the organization through its articles of association, and it can have only one director and one supervisor, without the board of supervisors and the board of directors. Limited by Share Ltd has high requirements, so it is necessary to set up a board of directors and a board of supervisors and hold regular shareholders' meetings. On the basis of joint stock limited companies, listed companies should also invite external independent directors.
6. Equity transfer and equity liquidity
In a limited liability company, shareholders can transfer their capital contributions to each other. When transferring capital contribution to people other than shareholders, it must be approved by more than half of the shareholders' meeting, so the liquidity of equity is poor and weak; The share development bank of a joint stock limited company is not restricted in transfer, while the shares of listed companies are more liquid and have stronger financing ability.
7. Social openness
The production, operation and financial status of a limited liability company only need to be disclosed to shareholders for inspection within the time limit stipulated in the articles of association, and the financial status is relatively confidential; Limited by shares, and regularly publish its financial status, listed companies should announce their financial status to the public through public media, which is difficult to operate, difficult to keep secret of the company's financial status, and more likely to involve information disclosure, insider trading and other issues.
It is mainly manifested in the form, establishment and process of equity, as well as the number of shareholders and company capital. This is different. According to state regulations, a limited liability company has no more than 50 shareholders at most, but this is not the case for a joint stock limited company, and there is no specific limit on the number of shareholders. In addition, the transparency of social openness also has essential differences. Relatively speaking, the operation of a joint stock limited company is more open and transparent.
Legal basis: People's Republic of China (PRC) Company Law.
Article 6 To establish a company, it shall apply to the company registration authority for registration of establishment according to law. Those that meet the conditions for establishment as stipulated in this Law shall be registered as limited liability companies or joint stock limited companies respectively by the company registration authority; Those who do not meet the conditions for establishment as stipulated in this Law shall not be registered as a limited liability company or a joint stock limited company.
Where laws and administrative regulations stipulate that the establishment of a company must be approved, the approval procedures shall be handled according to law before the company is registered.
The public may apply to the company registration authority to inquire about the registered items of the company, and the company registration authority shall provide inquiry services.
Article 7 A company established according to law shall be issued a business license by the company registration authority. The date of issuance of the business license of the company is the date of establishment of the company.
The company's business license shall specify the company's name, domicile, registered capital, business scope, name of legal representative and other matters.
Where the matters recorded in the company's business license change, the company shall register the change according to law, and the company registration authority shall issue a new business license.