The joint-stock company belongs to a kind of joint venture company, it has the following characteristics: first, the capital of the joint-stock company is not by a person alone in the form of capital, but is divided into a number of shares, by many people *** together with the capital subscription composed of; Second, the ownership of the joint-stock company does not belong to a person, but belongs to the people who have made contributions to subscribe to the company's shares.
These two features of the joint-stock company give it an advantage over other forms of business organization: (1) the joint-stock company can quickly realize the concentration of capital. The capital of the joint-stock company is divided into a number of shares, which are subscribed to by the contributors, who can subscribe to one or several shares according to their financial capacity. In this way, the larger investment amount is reduced to zero, so that more people can afford to invest, and the speed of investment is greatly accelerated. (2) The joint-stock company can meet the requirements of modern social mass production on the form of enterprise organization. Socialized mass production has high requirements for the form of enterprise organization, and the joint-stock company can meet these requirements, because the joint-stock company can concentrate huge capital through the method of capital raising and meet the demand for capital in mass production; meanwhile, the ownership of the joint-stock company belongs to all the shareholders, and it has set up the general meeting of shareholders, the board of directors, the supervisory board and other management institutions, and has implemented the separation of the right to own and the right to operate. The joint-stock company has become the most important form of business organization in the modern economy.
Since each joint-stock company has its own different characteristics, it can be divided into different types.
1. Unlimited Company
Simply put, an unlimited company is a company in which all the shareholders are jointly and severally liable for the debts of the company. The so-called joint and several unlimited liability includes two meanings: (1) the shareholders of the company debt unlimited liability. That is to say, the shareholders should be responsible for the company's debts with all their assets. When the company is insolvent, no matter how much the shareholders have contributed, they have to take out all their assets to offset the debts. (2) shareholders are jointly and severally liable for the company's debts. That is, all the shareholders *** with the company's debt, and each shareholder is responsible for all the debt, in the company insolvency, the creditor can ask the shareholders to pay the debt, he can ask all the shareholders *** with the debt, but also only to one of the shareholders to pay the debt, the shareholders shall not be refused, when a shareholder to repay all the debts of the company, the other shareholders can be discharged from the debt. In addition to this, joint and several liability also includes: the shareholders are also responsible for the debts incurred by the company before they joined the company; after the registration of the withdrawal, the shareholders are still jointly and severally liable for the debts incurred by the company at the time of withdrawal within two years after the withdrawal; in the three to five years after the dissolution of the company, the shareholders are still liable for the repayment of the company's debts.
The shareholders of an unlimited company must be at least two, and the capital of the company is formed on the basis of the shareholders' mutual familiarity and trust, and the capital contribution. Here, the factor of personal trust plays a decisive role, and it is difficult for non-friends and relatives to become shareholders of the company. Therefore, people also call unlimited liability company for "people together company".
Because the shareholders of the company unlimited liability for debt, to ensure the interests of creditors, therefore, the company's reputation is high; at the same time, the company is simple, as long as the two shareholders trust each other to form a company, eliminating the complicated legal registration procedures. As for the shareholders, there is no need to disclose the business insider to the public. Confidentiality is strong and favorable to competition. However, the drawbacks of unlimited liability company is also obvious, because the shareholders are jointly and severally liable for the company's debts, therefore, the investment wind is too big; shareholders can not freely transfer the shares. To transfer the shares, must get the consent of all shareholders, which undoubtedly increased the difficulty of the company's capital raising.
2. Limited company
means that the shareholders are responsible for the debts of the company only to the extent of their own capital contribution. Compared with the unlimited company, the limited company has fewer shareholders, many countries have strict regulations on the number of shareholders of the limited company company law. Such as Britain, France and other countries, the number of shareholders in the limited liability company should be between 2 to 50 people, if more than 50 people, must apply to the court for a charter or to convert into a limited company. At the same time, the capital of the limited company does not have to be divided into equal shares, and does not issue shares in public. The shares held by the shareholders can be freely transferred among the shareholders within the company, and if they are transferred to people outside the company, they must be agreed by the shareholders of the company. Since there are fewer shareholders, the procedure for establishing a company is very simple, and the company does not have to disclose its business status to the public, which enhances the company's competitiveness.
3. Two companies
The company is composed of unlimited liability shareholders and limited liability shareholders **** the same composition. In the company shareholders, both unlimited liability shareholders, and limited liability shareholders. Unlimited liability shareholders are jointly and severally liable for the debts of the company, limited liability shareholders liability for the debts of the company is limited only to the amount of their capital. Due to the different responsibilities of the shareholders in the company, the status and role in the company are also different. Unlimited liability shareholders enjoy the right of control in the company, management of the company's business activities; and limited liability shareholders can not manage the company's business. Nor can they represent the company externally, and if they want to transfer their shares, they must also obtain the consent of more than half of the unlimited liability shareholders.
4. Limited Liability Company
The limited liability company is the most important form of company in western countries.
The joint-stock company has the following characteristics: (1) the joint-stock company is an independent economic legal person; (2) the number of shareholders of the joint-stock company shall not be less than the number stipulated by the law, such as France, the number of shareholders at least seven; (3) the shareholders of the joint-stock company have limited liability for the company's debts, the limit of which is the shareholders should be delivered to the amount of the shares; (4) the whole capital of the joint-stock company is divided into equal shares and raised through public offering to the society, and anyone can become a shareholder of the company after paying the share amount without qualification restriction; (5) the shares of the company can be freely transferred but cannot be surrendered; (6) the accounts of the company have to be disclosed to the society so as to facilitate the investors to understand the situation of the company and to make their choices; and (7) there are strict legal procedures for the establishment and dissolution of the company with complicated formalities. .
It can be seen that the limited company is a typical "capital company". Whether a person can become a shareholder of the company depends on whether he has paid the share capital and purchased the shares, not on his personal relationship with other shareholders, therefore, the limited company is able to quickly, widely, and a large amount of capital concentration. At the same time, we can also see that although the capital of unlimited liability company, limited liability company, two companies are also divided into shares, but these companies do not issue shares publicly, and the shares can not be transferred freely, the shares issued and circulated in the stock market are issued by the joint-stock company, therefore, narrowly speaking, the joint-stock company refers to a joint-stock company.
5. Share two companies
Share two companies are unlimited liability shareholders and limited liability shareholders **** with the composition of the company. The limited liability portion of the capital is divided into equal parts and is contributed by the limited liability shareholders, which is the difference between the two companies. The two companies have the following characteristics:
(1) unlimited liability shareholders are jointly and severally liable for the debts of the company; limited liability shareholders are responsible for the debts of the company to the extent of their capital contribution.
(2) A limited liability shareholder must obtain the permission of more than half of the unlimited liability shareholders to transfer all or part of its shares to others.
(3) Limited liability shareholders generally cannot perform business on behalf of the company as well as represent the company externally.
After the end of each business year, a joint stock company is required to make a profit distribution. The profit of a company is the difference between the income earned and the expenses incurred by the company. In the case of a joint-stock company, earnings are derived from two main sources: (1) operating earnings income; and (2) non-operating earnings income, which includes income from the issuance of stock in excess of par value, income from the appreciation of assets due to their appraisal, income from the sale of assets at a premium, and income from gifts.
According to the Company Law, the earnings of a joint stock company shall be distributed in a certain order and proportion. First of all, a part of the company's profits should be withdrawn from the provident fund. Provident fund is mainly used to make up for the company's unexpected losses, expand the scale of production and business scope, consolidate the company's financial base. Provident fund can be further categorized into legal reserve and arbitrary reserve. Statutory provident fund is the mandatory withdrawal of provident fund according to the provisions of the law, the withdrawal ratio of the statutory provident fund in each country are clearly stipulated, the articles of association and the shareholders' meeting have no right to change. Arbitrary provident fund refers to in addition to the statutory provident fund, by the articles of association of the company or the decision of the shareholders' meeting and the withdrawal of the provident fund, is the company to cope with the future needs of the company, such as for the maintenance of the level of dividends in the year of loss, etc., and its withdrawal ratio is stipulated by the company in the articles of association of the company itself.
After the provident fund is withdrawn, the remaining part of the profit is used to pay interest to creditors and dividends to shareholders. Since the company has to pay interest to creditors at a fixed rate on a regular basis, the percentage of this part of the withdrawal is determined by the rate of interest, which is relatively fixed. The portion of the company's earnings used to pay dividends to shareholders is not fixed, it is determined by the company's total earnings and the amount of the above deductions, more earnings, dividends can be more shares, otherwise it will be reduced, sometimes even none.
With the deepening of the economic system reform, China's stock market has also continued to develop and improve the participation of stock market investment in the increasing number of investors, the stock market investment has become a means of financial management people are willing to bear the risk, and the stock naturally became a hot topic of concern to everyone.
What exactly is a stock? Stock is the abbreviation of the share certificate, is a joint-stock company to raise funds and issued to shareholders as a certificate of shareholding and to obtain dividends and bonuses of a marketable security. Each share represents the shareholders' ownership of a basic unit of the enterprise. Stock is a part of the capital of the joint-stock company, can be transferred, traded or collateralized, is the main long-term credit instruments of the capital market.
The role of stock is threefold. (1) the stock is a kind of proof of capital contribution, when a natural person or legal person to the joint-stock limited company investment, you can get the stock as a proof of capital contribution; (2) stock holders with the stock to prove their identity as shareholders, to participate in the general meeting of the joint-stock company, the joint-stock company's management opinions; (3) stock holders with the stock to participate in the profit distribution of the enterprise, that is, is usually referred to as dividends, so as to obtain certain (3) The stockholder participates in the profit distribution of the company issuing the shares, which is commonly known as dividend distribution, and thus obtains certain economic benefits.
Shares, as a kind of securities, have the following characteristics:
1. Stability
Shares are a kind of long-term investment without a deadline. Once the stock is bought, as long as the stock issuing company exists, any stockholder can not be withdrawn, that is, can not ask the stock issuing company to withdraw the principal. Similarly, the stockholder's status as a stockholder and the stockholder's rights cannot be changed, but he can sell his shares through the stock exchange market, so that the shares can be transferred to other investors in order to recover his original investment.
2. Risky
Any kind of investment is risky, and stock investment is no exception. Stock investors can get the expected return, first of all, depends on the profitability of the enterprise, profit most of the points, profit less points, the company bankruptcy may be blood money; Secondly, the stock as a trading object, just like commodities, has its own price. In addition to the price of the stock is subject to the business situation of the enterprise, but also by the economic, political, social and even man-made and many other factors, in a state of constant change, the phenomenon of ups and downs also occur from time to time. Although the fluctuation of stock prices in the stock market will not affect the operating results of listed companies and thus dividends and bonuses, the depreciation of stocks will still cause investors to suffer some losses. Therefore, investors who want to enter the market must be cautious.
3. Responsibility
Stockholders have the right and obligation to participate in the profit distribution of the joint-stock company and bear limited liability.
According to the provisions of the Company Law, the holder of shares is a shareholder of a joint-stock company, and he has the right to attend the shareholders' meeting, elect the board of directors, and participate in the company's business decision-making, either by proxy or through him. The extent of a shareholder's power depends on the number of shares held.
Shareholders generally have the right to participate in the general meeting of shareholders, with the right to vote, in a sense, can be regarded as the right to participate in the management; shareholders also have the right to participate in the distribution of the company's profits, which can be referred to as the right to distribution of benefits. Shareholders can receive dividends and claims and liabilities from the joint-stock company on the basis of the shares they hold. In the event of dissolution or bankruptcy of the company, the shareholders shall bear limited liability to the company, and the shareholders shall bear limited liability to the creditors for the settlement of debts according to the proportion of shares held by them. After the creditor's debt is paid, the preferred and common shareholders can also request the company to liquidate the remaining assets according to the proportion of their shares (i.e., claim), but the preferred shareholders should be given priority over the common shareholders, and the common shareholders only have the right to claim for liquidation if there are still remaining assets after the preferred shareholders have claimed for liquidation.
4. liquidity
Shares can be transferred at any time in the stock market, trading, but also inheritance, gift, mortgage, but can not be returned. Therefore, the stock is also a liquid asset with strong liquidity. The transfer of bearer stock as long as the stock will be delivered to the transferee, can achieve the legal effect of the transfer; bearer stock transfer in the seller to sign the endorsement before the transfer. It is because the stock has a strong liquidity, so that the stock has become an important financing tools and continue to develop.
Stock certificates are the specific form of stock. Stock not only to obtain the approval of the relevant state departments in order to issue listed, and its face must have some basic content. Stock certificates must be standardized and conform to the relevant laws and regulations and the company's articles of association in terms of production procedures, recorded content and recording methods. Generally speaking, the stock certificates of listed companies should have the following contents on the face:
1. The full name of the joint-stock limited company that issued the stock and the date and address of its registration.
2. The total amount of shares issued, the number of shares and the amount per share.
3. The par value of the stock and the number of shares it represents.
4. The signature of the chairman or director of the company issuing the stock, the signature of the issuing registrar approved by the competent authority, and in some cases the words whether it is common or preferred stock.
5. The date of issuance of the stock and the running number of the stock. In the case of registered shares, the names of the shareholders.
6. A form printed for use in transferring the stock.
7. Notes that the company issuing the stock believes should be included. For example, it should indicate the procedures that must be completed when transferring the stock, the registrar and address of the stock certificate, and the content of the preference right if it is a preferred stock.
Because of the development and application of electronic technology, China's Shenzhen and Shanghai stock markets, the issuance and trading of stocks with the help of electronic computers and electronic communication systems, the daily trading of listed stocks have been realized paperless, so now the stock is only a group of binary digits by the management of electronic computer systems only. However, legally speaking, all listed stocks must have the above contents. Each share of stock issued in China has a denomination of one yuan, and the total amount of stock issued is the total share capital of the listed company.