Basic knowledge about stocks.

A joint-stock company is a form of enterprise organization that concentrates dispersed capital by issuing stocks and other securities. /kloc-was born in Europe in the 0/8th century, and/kloc-was widely popular in the world capitalist countries in the second half of the 9/9th century. So far, joint-stock companies have always occupied a dominant position in the economy of capitalist countries.

A joint-stock company belongs to a joint venture company and has the following characteristics: first, the capital of a joint-stock company is not invested by one person alone, but is divided into several shares, which are composed of many people subscribing for shares with the same capital contribution; Second, the ownership of a joint-stock company does not belong to one person, but to all the people who subscribe for the shares of the company.

These two characteristics of the joint-stock company make it have advantages that other forms of enterprise organization do not have: (1) the joint-stock company can quickly realize capital concentration. The capital of a joint-stock company is divided into several shares, which are subscribed by the investors, who can subscribe for one or several shares according to their own economic ability. In this way, a large amount of investment is broken down into parts, which enables more people to invest and greatly speeds up the investment. (2) Joint-stock companies can meet the requirements of modern social mass production for enterprise organizational forms. Socialized mass production requires higher organizational forms of enterprises, and joint-stock companies can meet these requirements. This is because joint-stock companies can raise funds through IPO and concentrate huge capital to meet the demand for funds for large-scale production; At the same time, the ownership of joint-stock companies belongs to all shareholders, and various management institutions such as shareholders' meeting, board of directors and board of supervisors are set up to separate ownership and management rights, and joint-stock companies have become the most important enterprise organization form in modern economy.

Because each joint-stock company has different characteristics, it can be divided into different types.

1. Unlimited Company

Simply put, an unlimited company is a company in which all shareholders are jointly and severally liable for the debts of the company. The so-called joint unlimited liability includes two meanings: (1) shareholders bear unlimited liability for the debts of the company. It means that shareholders should be responsible for the debts of the company with all their assets. When the company is insolvent, no matter how much the shareholders contribute, they must take out all their assets to pay off the debts. (2) Shareholders are jointly and severally liable for the debts of the company. That is, all shareholders are jointly and severally liable for the debts of the company, and all shareholders are liable for all debts. When the company is insolvent, the creditors may require all shareholders to jointly pay off the debts, or only one of them to pay off the debts, and the shareholders shall not refuse. When one shareholder has paid off all the debts of the company, other shareholders can pay off the debts. In addition, joint liability also includes: shareholders should also be responsible for the debts incurred by the company before joining the company; After the withdrawal registration, the shareholders shall still be jointly and severally liable for the debts incurred by the company at the time of withdrawal within two years after the withdrawal; Within three to five years after the dissolution of the company, shareholders are still liable for paying off the debts of the company.

An unlimited company must have at least two shareholders, and the company's capital is formed by capital contribution on the basis of mutual familiarity and trust among shareholders. Here, personal trust plays a decisive role, and it is difficult for non-close friends to become shareholders of the company. Therefore, people also call unlimited liability companies "people-combined companies".

Because the company's shareholders assume unlimited liability for debts and guarantee the interests of creditors, the company has a high reputation; At the same time, the establishment of the company is simple. As long as two shareholders trust each other, the company can be established, eliminating the complicated legal registration procedures. For shareholders, there is no need to disclose business insider to the public. Strong confidentiality is conducive to competition. However, the disadvantages of unlimited liability companies are also obvious, because shareholders have to bear joint and several unlimited liabilities for the company's debts, so the investment trend is too great; Shareholders are not allowed to transfer their shares at will. To transfer shares, all shareholders must agree, which undoubtedly increases the difficulty of company financing.

2. Limited company

It means that shareholders are only liable for the debts of the company to the extent of their capital contribution. Compared with a joint stock limited company, the number of shareholders in a limited company is small, and the company laws of many countries have strict regulations on the number of shareholders in a limited company. Britain, France and other countries stipulate that the number of shareholders of a limited liability company should be between 2 and 50. If there are more than 50 companies, they must apply to the court for franchise, or turn into a joint stock limited company. At the same time, the capital of a limited company does not have to be divided into equal shares, nor does it issue shares publicly. The shares of the company held by shareholders can be freely transferred among shareholders within the company. If it is transferred to someone outside the company, it must be approved by the shareholders of the company. Due to the small number of shareholders, the establishment procedure of the company is very simple, and the company does not need to disclose its operating conditions to the public, thus enhancing its competitiveness.

3. gmbh & Co. Kg

That is, the company consists of unlimited liability shareholders and limited liability shareholders. Among the shareholders of the company, there are both shareholders with unlimited liability and shareholders with limited liability. Unlimited shareholders are jointly and severally liable for the company's debts, while limited shareholders' liability for the company's debts is limited to their capital contribution. Due to the different responsibilities of shareholders, their status and role in the company are also different. Unlimited shareholders have control over the company and manage its business activities; Limited liability shareholders cannot manage the company's business. You can't represent the company externally. If you want to transfer shares, you must get the consent of more than half of the shareholders with unlimited liability.

4. Limited by Share Ltd

Limited by Share Ltd is the most important corporate form in western countries.

Limited by Share Ltd has the following characteristics: (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.

5. Joint stock company

A joint-stock company is a company composed of unlimited shareholders and limited shareholders. Among them, the capital of the limited liability part is divided into several equal parts, which are subscribed by the limited liability shareholders, which is different from the joint venture company. Joint-stock companies have the following characteristics:

(1) Unlimited shareholders are jointly and severally liable for the debts of the company; Limited liability shareholders shall be liable for the debts of the company to the extent of their capital contribution.

(2) If a limited liability shareholder transfers all or part of its shares to others, it must obtain the permission of more than half of the unlimited liability shareholders.

(3) Limited liability shareholders are generally unable to perform business on behalf of the company and represent the company externally.

After the end of each business year, the joint-stock company shall distribute profits. The profit of a company refers to the difference between income and expenditure. As far as joint-stock companies are concerned, their profits mainly come from two aspects: (1) operating profit income; (2) Non-operating profit income, including: income from issuing stocks exceeding par value; Asset appreciation income; Premium income from selling assets and gift income, etc.

According to the company law, the profits of a joint-stock company should be distributed in a certain order and proportion. First of all, we must withdraw part of the provident fund from the company's profits. The common reserve fund is mainly used to make up the company's unexpected losses, expand the production scale and business scope, and consolidate the company's financial foundation. Provident funds can be divided into statutory provident funds and arbitrary provident funds. Statutory provident fund is a compulsory provident fund drawn according to law. All countries have clearly stipulated the proportion of statutory provident fund, and the articles of association and shareholders' meeting have no right to change it. Arbitrary provident fund refers to the provident fund that is drawn by the company's articles of association or the shareholders' meeting in addition to the statutory provident fund. Prepared by the company to meet the unexpected needs in the future, such as maintaining the dividend level in the loss-making year, the extraction ratio shall be stipulated by the company in its articles of association.

After the provident fund is withdrawn, the remaining profits are used to pay the interests of creditors and dividends of shareholders. Because the company must pay the creditors' interest on schedule, the proportion of this part of the withdrawal is determined by the interest rate and is relatively fixed. In the company's profits, the part used to pay dividends to shareholders is not fixed. It is determined by the total profit of the company and the amount deducted above. If there are more profits, the dividends can be divided, otherwise it will be reduced, and sometimes even not.

With the deepening of economic system reform, China stock market has been developing and improving, and more and more investors are participating in the stock market investment. Stock market investment has become a financial management method that people are willing to take risks, and stocks have naturally become a hot topic of concern to everyone.

What exactly is a stock? Stock is the abbreviation of share certificate, which is a kind of securities issued by a joint-stock company to shareholders as a holding certificate to raise funds and obtain dividends and bonuses. Each share represents the shareholder's ownership of the basic unit of the enterprise. Shares are part of the capital of a joint-stock company and can be transferred, traded or mortgaged at a fixed price. It is the main long-term credit tool in the capital market.

Stocks have three functions. (1) Stock is the proof of capital contribution. When a natural person or legal person invests in a joint stock limited company, it may obtain shares as proof of capital contribution; (2) Shareholders shall, by virtue of their shares, prove their shareholder status, attend the shareholders' meeting of the joint-stock company and express their opinions on the operation of the joint-stock company; (3) Shareholders participate in the profit distribution of share-issuing enterprises by virtue of their shares, which is commonly referred to as dividends, in order to obtain certain economic benefits.

As a kind of securities, stocks have the following characteristics:

1. Stability

Stock investment is a long-term investment with no term. Once the stock is bought, as long as the stock issuing company exists, no stock holder can recover the stock, that is, the stock issuing company cannot be required to recover the principal. Similarly, a shareholder's identity and rights and interests cannot be changed, but he can sell his shares through the stock exchange market and transfer them to other investors to recover his original investment.

2. Risk

Any kind of investment is risky, and stock investment is no exception. Whether stock investors can get the expected returns depends on the profitability of enterprises first. Most of the profits are divided, and a small part of the profits are divided. When the company goes bankrupt, it may be wiped out. Secondly, as a trading object, stocks, like commodities, have their own prices. The stock price is not only subject to the operating conditions of enterprises, but also influenced by many factors such as economy, politics, society and even man-made, and it is in a state of constant change, and the phenomenon of ups and downs also occurs from time to time. Although the fluctuation of stock price in the stock market will not affect the operating performance of listed companies, thus affecting dividends and bonuses, the depreciation of stocks will still make investors suffer some losses. Therefore, investors who want to enter the market must be cautious.

3. Responsibility

Shareholders have the right and obligation to participate in the profit distribution of joint-stock companies and bear limited liability.

According to the provisions of the company law, the holders of shares are shareholders of a joint stock limited company. He has the right or through his agent to attend the shareholders' meeting, elect the board of directors and participate in the company's business decisions. The power of shareholders depends on the number of shares they hold.

Shareholders holding shares generally have the right to attend the company's shareholders' meeting and have the right to vote, which can also be regarded as the right to participate in management in a sense; Shareholders also have the right to participate in the company's profit distribution, which can be called profit distribution right. Shareholders can claim dividends, creditor's rights and debts from the joint stock company according to their shares. When the company is dissolved or bankrupt, shareholders shall bear limited liability to the company, and shareholders shall bear limited liability to creditors in proportion to their shares. After the creditors' debts are paid off, the shareholders of preferred stock and common stock can also request the company to pay off the remaining assets (i.e. creditor's rights) according to the proportion of the shares they hold, but the preferred stock shareholders have the priority to be repaid to the common stock, and the common stock only has the right of recourse to the remaining assets after the preferred stock is claimed.

4. Asset liquidity

Stocks can be transferred, traded, inherited, donated and mortgaged at any time in the stock market, but they cannot be withdrawn. Therefore, stock is also a highly liquid asset. The transfer of bearer shares, as long as the shares are delivered to the transferee, can realize the legal effect of the transfer; The transfer of registered shares can only be transferred after the seller signs and endorses it. It is precisely because of the strong liquidity of stocks that stocks have become an important financing tool and are constantly developing.

Stock is a concrete form of stock. Not only can a stock be issued and listed with the approval of the relevant state departments, but its face value must have some basic contents. The production procedures, recording contents and recording methods of stocks must be standardized and conform to the provisions of relevant laws and regulations and the articles of association. In general, the par value of the shares of a listed company shall have the following contents:

1. The full name, registration date and address of the joint stock limited company that issues shares.

2. The total number of shares issued, the number of shares and the amount per share.

3. The face value of the stock and the number of shares it represents.

4. The signature of the chairman or director of the stock issuing company, the signature of the issuance registration institution approved by the competent authority, and the words common stock or preferred stock shall be indicated.

5. Date of issue and stock number. If it is a registered stock, the name of the shareholder shall be stated.

6. Print together with the form for stock transfer.

7. Matters needing attention that the stock issuing company thinks should be stipulated. For example, indicate the procedures that must be handled when transferring shares, and the registered office and address of shares are the contents of preferred stock priority.

Due to the development and application of electronic technology, the issuance and trading of stocks in Shenzhen and Shanghai stock markets in China are carried out by means of electronic computers and electronic communication systems, and the daily trading of listed stocks has become paperless, so the current stocks are just a set of binary numbers managed by electronic computer systems. But legally speaking, all listed stocks must have the above contents. The par value of each share issued in China is one yuan, and the total amount of shares issued is the total share capital of a listed company limited by shares.