Shares and capital contributions are both investments. But there are differences between the two. The following is the meaning of the difference between investment and shares compiled by the editor of Xuexi.com. I hope you like it.

The difference between shares and capital contributions

Shares are generally used in joint-stock limited liability companies, while capital contributions are usually used in limited liability companies.

The shares of a joint stock company and the capital contribution of a limited liability company are both monetary units that make up the capital of their respective companies, but there is a big difference between them.

First of all, the issuing entities of the two are different. Shares are issued by a joint stock company, while capital contributions are issued by a limited liability company. Shareholders of a joint stock company can only subscribe for shares, while shareholders of a limited liability company can only subscribe for capital contributions;

Secondly, the two expression forms are different. The capital contribution of a limited liability company is represented by a capital contribution certificate, while the shares of a joint stock company are represented by stocks; again, the transfer of capital contribution certificates is strictly restricted, while the transfer of shares is relatively free.

The difference between capital contribution and shares

1. Capital composition unit of a limited liability company: capital contribution

The capital of a limited liability company is composed of the capital contribution of shareholders , the sum of shareholders’ capital contributions is the total capital of the company. Regarding the form of shareholder capital contribution, or the legislation on the capital composition of a limited liability company, there are mainly the following legislative examples

1. Single capital contribution system, that is, the capital contribution of shareholders is not divided into equal shares. Only one contribution can be subscribed, and the amount of each contribution can be different. Taiwan, our country, adopts this kind of legislation. my country's Sino-Foreign Joint Venture Enterprise Law and Company Law do not require that the capital of a limited liability company be divided into equal capital contribution shares, or that each capital contribution must be an integral multiple of the basic capital contribution share. In practice, most limited liability companies adopt a single investment system. However, the Company Law does not prohibit a limited liability company from using other capital formation methods. It should be considered that the company's articles of association can make a choice based on the actual needs of the company.

The advantage of a single capital contribution is that the size of the shareholder's capital contribution can be determined according to his or her own situation and the company's capital needs. It is simple and easy to implement. However, this method has many limitations in the exercise and calculation of shareholders' voting rights. inconvenient.

2. Plural investment system, that is, the capital contribution of shareholders is divided into equal shares. Shareholders can subscribe for one share or several shares. For example, Article 10 of Japan's Limited Liability Company Law stipulates that the capital contribution per share of shareholders of a limited liability company should be equalized and should not be less than 50,000 yen. The capital contribution of a limited liability company is the same as the shares of a joint stock company in form. Each shareholder has a share corresponding to his capital contribution, and the shareholder enjoys shareholder rights based on the share he holds; but the legal status of the two is different. . The legal form of the capital contribution share of the shareholders of a limited liability company is the share certificate, which in nature is only a certificate of rights for the shareholder's capital contribution. It is a non-negotiable security and cannot be openly circulated and transferred in the market; the legal form of the share is stock, which is a registered capital. Price securities can be openly circulated and transferred in the market. In order to distinguish the capital contribution share of shareholders of a limited liability company from the shares of a joint stock company, Japan's Limited Liability Company Law refers to the shareholder's capital contribution as shares. In the Commercial Code, the shares of a joint-stock company are called companies.

The plural capital contribution system is conducive to the exercise and calculation of shareholders’ voting rights. Shareholders exercise their voting rights according to the number of capital contributions they hold.

3. Basic capital contribution system. The capital contribution of shareholders is not divided into equal shares. Shareholders can only subscribe for one capital contribution. The amount of each capital contribution can be different, but it must be an integral multiple of the basic capital contribution amount. For example, Article 5 of the German Limited Liability Company Act stipulates that each shareholder can only subscribe for one capital contribution, and the amount of each capital contribution can be different, but it must be an integral multiple of 100 German marks. The basic capital contribution system is conducive to the exercise and calculation of shareholders' voting rights. At the same time, it makes the capital contribution of shareholders of a limited liability company formally different from the shares of a joint stock company. It is a more reasonable capital contribution system.

2. The constituent unit of capital of a joint-stock company? Shares

The concept and characteristics of a share

Company legislation in various countries around the world recognizes shares without exception The capital of a limited company consists of shares. Shares are a concept exclusive to joint stock companies. As mentioned above, the capital contribution of shareholders of a limited liability company is mostly not divided into equal shares. Even in countries that implement a plural capital contribution system, although the capital contribution shares of shareholders of a limited liability company are the same in form as shares, they are substantially different in substance. difference. In order to distinguish the capital contribution share of shareholders of a limited liability company from that of shareholders of a joint stock company, countries often use different names. For example, in Japan, the capital contribution share of shareholders of a limited liability company is called holdings, and the shares of a joint stock company are called companies. In Taiwan, the capital constituent unit of a limited liability company is called capital contribution, and the capital constituent unit of a joint stock limited company is called shares. Judging from the provisions of my country's "Company Law", the use of the concept of shares is limited to shares. Limited liability company, as for the capital contribution of shareholders of a limited liability company, it is generally called capital contribution or capital contribution amount. We should pay attention to distinguish them when using them.

The concept of shares has multiple meanings. First of all, shares are the basic unit of capital of a joint stock company.

All capital of a company is divided into shares, and the total amount of all shares of the company should be the total capital of the company; at the same time, the amount of each share of the shares should be equal, therefore, shares are a calculation unit that cannot be subdivided by the company. The legislation of various countries first gives this meaning to shares. Article 129 of my country's "Company Law" stipulates that the capital of a joint-stock company is divided into shares, and the amount of each share is equal. But there is a difference between shares and company capital. Shares are owned personally by shareholders and they have no right to directly control them. The total number of shares and the total capital of the company are also not equivalent in some cases. In countries that adopt an authorized capital system or a compromise authorized capital system, the total amount of capital determined in the articles of association is allowed to be issued in installments. Therefore, the total amount of capital recorded in the company's articles of association is only the maximum amount of capital that the company can issue, not necessarily the company. Actual capital. Before the total amount of capital determined in the articles of association is fully issued, the total number of issued shares of the company is always less than the total amount of capital. To be precise, the total number of shares of the company should be the total amount of issued capital of the company.

Secondly, shares are the basis and calculation unit for shareholders’ rights and obligations, and are a symbol of shareholders’ status in the company. The scope of shareholders' rights and obligations depends on the amount of shares they own. Shareholders exercise shareholder rights based on the amount of shares they hold, such as voting rights, earnings distribution rights, residual property distribution rights, etc. Therefore, shares essentially represent equity, and ownership Shares are ownership of equity, and transfer of shares is transfer of equity.

Thirdly, shares refer to the value content of the stock, indicating the value of the stock. Shares are formally represented as stocks. The holding and transfer of shares are carried out through holding stocks and transferring stocks. Therefore, the two are actually two sides of the same coin. Shares are the value content of stocks, and stocks are the existence form of shares.

Shares have the following characteristics

1. All shares are equal. From the perspective of the basic unit of company capital, the amount of capital represented by shares is always equal. For shares with a nominal value, the amount of the shares is equal; for shares without a nominal value, the proportions in the total capital are equal. From the perspective of indicating the legal status of shareholders, the rights and obligations of shareholders included in the shares are all equal. The amount of shares owned determines the rights and obligations of shareholders; unless otherwise provided by law, the rights contained in shares may not be deprived or restricted.

2. Shares are indivisible. Shares are the smallest unit of calculation for a company's capital. Each share has the same amount and cannot be further divided. Shares can be owned by several people, but the shareholder rights of the last owner should be exercised uniformly. The shareholder rights cannot be exercised separately on the same share, nor can the shares be divided into several shares to be exercised separately. Therefore, *** Someone's enjoyment of the equity, rather than the division of the shares themselves. Shares can be further subdivided, for example, from the original 10 yuan per share to 1 yuan per share. The total number of shares of the company will also change accordingly, but this kind of discount is a change in the minimum calculation unit of the company's capital and is not a change in the company's capital. Division of shares.

3. Shares can be transferred. Except for special provisions of the law, such as restrictions on the transfer of promoters' shares and restrictions on the transfer of state-owned shares, shareholders of a joint-stock company may freely transfer all or part of their shares. The company shall not restrict this by its articles of association or shareholders' meeting resolutions. In listed companies, , the shares can be freely circulated through the trading system of the stock exchange. This is the main difference between capital contributions of a joint stock company and a limited liability company.

4. Shares are represented as marketable securities. Shares take the form of stocks, and shareholders transfer shares through the transfer of stocks. Stocks are marketable securities and have liquidity; while the capital contribution of shareholders of a limited liability company is in the form of share certificates or capital contribution certificates, which are only certificates of rights for shareholders’ capital contribution and are non-security in nature and cannot be freely transferred, let alone circulated in the market. .

2 Concepts and Characteristics of Stocks

Stocks are a form of expression of shares, and are required securities issued by a joint-stock company to prove the rights and obligations of shareholders. It is closely related to shares and shareholder rights. Shares are the value content of stocks, and stocks are the existence form of shares. Shareholders' rights are inseparable from the company's issued shares, but shareholder rights and stocks are not completely inseparable. For bearer stocks, the person who legally holds the stock is the shareholder, and the exercise of the shareholder's rights is inseparable from the possession of the stock, and does not depend on the security; for the registered stock, the shareholder's exercise of the shareholder's rights does not require possession of the stock, but the possession of the stock.

Stocks have the following legal characteristics

1. Stocks are securities. The production and recording of stock certificates must be carried out in accordance with the legal method, and must be signed by the chairman of the board, stamped by the company, and approved by the competent authority before it can take effect. According to the provisions of Article 132 of my country's Company Law, shareholders should use a written form or other forms specified by the securities management department of the State Council, and should specify the following matters: the name of the company; the date of registration and establishment of the company; types of shares, par amount and representatives The number of shares; the number of the stock. The stock certificate is signed by the chairman and stamped by the company. The promoter's shares shall be marked with the words "initiator's shares". From a practical point of view, the stocks listed and circulated by my country's listed companies are all in the form of paperless stocks and are traded through the networked computers of the stock exchange.

2. Stocks are securities. The shareholder rights represented by stocks are rights with property content. Stocks can be circulated and mortgaged. However, registered stocks are not pure securities, and the enjoyment of the rights they represent is not completely consistent with the possession of stocks; Bearer shares, the exercise of the rights they represent are inseparable from the possession of the shares.

Therefore, registered stocks are usually also called incomplete securities, and bearer stocks are called completely marketable securities.

3. Stocks are non-rights securities. Stocks are different from securities that create rights, such as bills. Shareholder rights are not created by stocks. Before the stock is issued, shareholder rights exist based on shares. Stocks only express existing shareholder rights in the form of securities.

Three types of shares

From different perspectives, shares can be classified differently

1. According to the content of shareholder rights represented by shares, they can be divided into For common shares and preferred shares.

Ordinary shares refer to shares in which shareholders have completely equal rights and obligations and no differential treatment. Ordinary shares are the most important and basic shares issued by a joint stock company. Legislation in various countries generally gives ordinary shares voting rights and prohibits their deprivation or restriction by articles of association or resolutions of shareholders' meetings. Therefore, the number of ordinary shares owned determines the shareholder's right to vote. The degree of control over corporate affairs.

Special shares refer to shares whose shareholders’ rights and obligations are different from those of ordinary shareholders. The content of special shareholders' rights is determined by the company's articles of association in accordance with the law. It generally refers to the rights and obligations of shareholders that are different from ordinary shareholders in terms of the company's earnings distribution, residual property distribution, and voting rights on company affairs. Special stocks can be divided into preferred stocks and subordinated stocks.

Preferred shares are shares in which shareholders have priority over common shareholders. According to the content of the preference rights, preference shares can be divided into three types: voting preference shares, company earnings or dividend distribution preference shares, and residual property distribution preference shares. Preferred shares for the company's earnings distribution can be divided into one of two categories, participating preferred shares and non-participating preferred shares. Participating preferred shares means that after the company distributes the prescribed dividends of special shares and distributes the same dividends to ordinary shares as the prescribed dividends of the special shares, if there is still surplus to be distributed, the holders of such special shares still have the right to receive the same distribution as the ordinary shareholders. . Non-participating preference shares refer to shares that only receive dividends based on established dividends and do not participate in the distribution of excess profits of the company. Second, cumulative preference shares and non-cumulative preference shares. Cumulative preferred stock means that when the company fails to distribute all dividends of the established preferred stock in the current year, the undistributed portion of dividends should be made up before distributing common stock dividends in subsequent years. Non-cumulative preference shares mean that when the company's current year's profit is insufficient to distribute all dividends of the established preference shares, the portion owed may not be reissued in subsequent years. According to the principle of consistency between rights and obligations, while preference shares enjoy special rights in some aspects, they often mean that their rights in other aspects are restricted or they bear certain special obligations. For example, preference shares with preferential rights in the distribution of the company's surplus or the distribution of the company's remaining assets usually have no voting rights or their voting rights are restricted; shares with preferential rights in voting rights are usually restricted in the distribution of surplus or the distribution of remaining assets, or the shares It is enjoyed by certain shareholders with special obligations such as promoter shareholders.

Inferior shares refer to shares that are inferior to ordinary shares in terms of distributing the company's earnings or distributing the company's remaining property. It should be noted that the criteria for dividing preferred shares and inferior shares are relative. Some special shares may have priority in one aspect but may have inferior rights in another aspect. For example, they may have priority in distributing company earnings, but may have priority in distributing company earnings. They are inferior to ordinary shares when dividing the company's remaining assets.

my country's "Company Law" does not provide for the issuance of special shares, but Article 135 of the "Company Law" stipulates that the State Council may make separate provisions for the issuance of other types of stocks other than the stocks specified in this provision. It can be seen that the Company Law does not prohibit companies from setting up special shares, and the relevant departments of the State Council are also drafting regulations on the issuance of preferred shares by joint-stock companies. However, before the relevant regulations on preferred shares are promulgated, the shares issued by a joint stock company shall be ordinary shares.

2. According to whether the name of the shareholder is recorded on the stock, it can be divided into registered shares and bearer shares.

Registered shares are shares whose shares bear the name of the shareholder. The rights to such shares can only be enjoyed by the shareholder himself, and are not required to hold shares. Bearer shares are shares in which the name of the shareholder is not recorded on the share certificate. Such shares are inseparable from stocks. Those who hold stocks are shareholders of the company and enjoy shareholder rights.

The legal significance of distinguishing registered shares from bearer shares mainly lies in the different methods of transfer.

As long as the transfer of bearer shares is delivered, the shares are transferred and the transfer becomes legally effective. Regulations for registered shares vary from country to country. Some regulations require the form of stock endorsement, and the name of the transferee must be written on the stock; some require a share transfer certificate; and some require only delivering the stock. . However, one thing is that the transfer of registered shares must go through transfer procedures, that is, the name and address of the transferee must be recorded in the company's shareholder list; otherwise, the transfer cannot be used against the company. In addition, some national laws allow companies to impose appropriate restrictions on the transfer of shares in their articles of association. For example, the transfer of registered shares requires the consent of the board of directors. In this case, the transfer without the consent of the board of directors shall be invalid; but if the board of directors does not agree to the transfer, , the buyer should be designated for the shareholder transferring the shares. The law protects bona fide acquirers of stocks, that is to say, even if the transferor's stocks are acquired illegally, the transfer is still valid as long as the transferee does not make a major mistake when acquiring the stocks.

my country's "Company Law" also stipulates two forms of registered shares and bearer shares.

According to the provisions of the Company Law, the names of company promoters, state-authorized investment institutions, and legal persons shall not be used to open another account or be named in the name of the representative. Shares issued to the public may be registered shares or bearer shares. When a company issues registered shares, it shall prepare a shareholder register, recording the following matters: the names and addresses of shareholders; the number of shares held by each shareholder; the serial number of the shares held by each shareholder; and the date on which each shareholder obtained his or her shares. When issuing bearer shares, the company shall record the number, serial number and issuance date of the shares.

3. Depending on whether the amount is recorded on the face value of the stock, it can be divided into nominal shares and non-denominated shares. Par shares refer to shares with a certain amount stated on the face of the stock. Unlimited par shares, also known as proportional shares, refer to shares that do not indicate the amount on the face of the stock, but only represent the proportion of each share to the company's total capital. Article 132 of my country's Company Law clearly stipulates that when a joint-stock company issues shares, the amount of the shares must be stated. This means that our country prohibits the issuance of shares without quota. However, the Company Law does not stipulate the par value of stocks and the minimum amount of stocks. In practice, the par value of stocks is mostly RMB 1. Some countries also stipulate the minimum denomination of stocks. For example, Germany stipulates that the minimum denomination of stocks is 50 German marks, and France stipulates that it is 100 francs.

4. According to whether the shares have voting rights, they can be divided into voting shares and non-voting shares.

Voting shares are shares with voting rights. Specifically, it is divided into three types: ordinary voting shares, which refer to shares with one voting right per share; majority voting shares, which refer to shares with two or more voting rights. Such shares are generally owned by specific shareholders such as directors and supervisors. ; Restricted voting shares refer to shares whose voting rights are restricted by the company's articles of association. Non-voting shares refer to shares that have been completely deprived of voting rights according to law or the company's articles of association, such as the company's own shares.

The legislation of various countries has different attitudes towards whether to allow the establishment of non-voting shares, restricted voting shares and majority voting shares. Some countries do not allow restrictions on the voting rights of shares, while other countries adopt loose regulations. . my country's "Company Law" stipulates that the issuance of shares must implement the principles of equal rights and equal benefits for equal shares, and stipulates that shareholders who attend the general meeting of shareholders have one vote for each share they hold. It can be seen that the Company Law does not provide for the issuance of shares with special voting rights, but this does not prevent the State Council from making special provisions for shares outside the Company Law in accordance with Article 135 of the Company Law.

5. According to whether the share type can be converted, it can be divided into convertible shares and non-convertible shares.

It can be converted into other types of shares or company shares and is called conversion stock; otherwise, it is non-conversion stock.

my country's "Company Law" stipulates corporate bonds that can be converted into shares, but does not provide for shares that can be converted into corporate bonds.

6. According to the identity of the share holder, it can be divided into qualified shares, employee shares and self-owned shares.

Qualified shares refer to the shares held by directors and supervisors. Some countries, such as Belgium and Switzerland, require directors to hold qualified shares stipulated in the articles of association as a guarantee if they improperly perform their duties. Employee shares refer to shares held by employees. Some countries have clear regulations on employee shares. For example, France stipulates that companies with more than 100 employees must implement mandatory distribution of benefits to employees and enjoy tax incentives for this part of the profits. The company's own shares refer to the shares of the company held by the company. In principle, a company is not allowed to hold its own shares, but in special circumstances, the company can own a certain proportion of its own shares, but the self-owned shares have no voting rights.