13.2 股份公司——股份有限公司
13.2 Joint-Stock Company - Share Companies
股份公司是由不为公众所知的合伙人组成的公司。该公司的创始人是指签署公司初始合同的所有人。初始合同是在其签署人之间产生共同为实现公司这一共同目标而努力的承诺的合同。 认购公司股份是指个人承诺购买拟设立公司的一股或多股股份,以换取该股份的票面价值。这种公司形式是个人意愿处置的形式之一,只要此人购买了股份,就足以成为合伙人,无论其他股东是否接纳他。 认购有两种方式。第一种是公司股份仅限于创始人,由创始人在彼此之间分配,而不向公众发售。具体做法是撰写组织公司的章程,其中包括公司运作所依据的条件,然后由创始人之间签署。凡签署章程者均被视为创始人和合伙人,一旦全部签署,公司即告成立。 第二种认购方式是世界上最为普遍的方式:由少数人设立公司并拟定其章程,然后将股份向公众发售,供普遍认购。认购期满后,将召集公司的成立大会,审议公司制度以取得同意,并任命董事会。每位股东,无论持有多少股份,即使只拥有一股,都有权出席成立大会。公司在认购期满后开始开展活动。
Share Companies are companies formed of partners who are unknown to the public. The founders of the Share Company are all of those who signed the initial contract of the company. The initial contract is the one which initiates between its signatories a commitment to work for achieving the common aim, which is the company. Subscription in the company is undertaken by the commitment of the person to buy one share or more in the proposed company in exchange for the nominal value of the share. This form of company is one of the forms of disposal by an individual will, where it is enough for the person to buy the shares so as to become a partner, whether the other shareholders accept Him or not. Subscription occurs in two ways. In the first instance, the shares of the company are restricted to the founders who distribute them amongst themselves without offering them to the public. This is done by writing the constitution, which organises the company and includes the conditions upon which the company proceeds, then signing it among themselves. Everyone who signs the constitution is considered a founder and a partner, and once they all have signed, the company is founded. The second way of subscription is that which is most prevalent in the world, where a few people establish the company and lay out its constitution. Then the shares are offered to the public for general subscription in the company. When the time of subscription expires, the constituent assembly of the company will be invited to meet and review the system of the company for agreement and to appoint its board of directors. Every shareholder, irrespective of the number of shares He holds, has the right to attend the constituent assembly, even if He owns only one share. The company commences its activities once the time of subscription expires.