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 资料备查：《关于外商投资的公司审批登记管理法律适用若干问题的执行意见》 |
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| 所跟贴 |
稍稍异议：国内公司法下的“有限责任公司”不能直接翻译成LIMITED LIABILITY COMPANY(LLC)， -- AttorneyAtLaw - (717 Byte) 2006-5-21 周日, 22:23 (608 reads) |
安普若
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头衔: 海归元勋
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加入时间: 2004/02/21
文章: 26038
来自: 中国美国的飞机上
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作者：安普若 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
Close Company
A company in which the directors control more than half the voting shares, or where such control is exercised by five or fewer people and their associates.
Public company
A public company is a company owned by the public rather than by a relatively few individuals. There are two different meanings for this term.
A company that is owned by stockholders who are members of the general public and trade shares publicly, often through a listing on a stock exchange. Ownership is open to anyone that has the money and inclination to buy shares in the company. It is differentiated from privately held companies where the shares are held by a small group of individuals, who are often members of one or a small group of families or otherwise related individuals, or other companies. The variant of this type of company in the United Kingdom and Ireland is known as a public limited company.
A government-owned corporation. This meaning of a "public company" comes from the fact that government debt is sometimes referred to as "public debt" although there are no "public bonds", government finance is sometimes called "public finance", among similar uses. This is the less-common meaning.
United States
The de jure definition of a public company in the United States is defined as a public company is any company that files a Form S-1 with the Securities and Exchange Commission (SEC) and raises money from the public. A public company is also a reporting company. Thus, a public company is any company with 300 or more shareholders as defined in the US 1933 Securities Act that elects to become a reporting company. Under the US 1934 Act, any company with 500 or more public shareholders or a company with some public shareholders and assets of $5 million dollars must become a reporting company.
Public versus private companies
A public company has several advantages. It is able to raise funds and capital through the sale of stock and convertible bonds. This is the reason why public corporations are so important, historically; prior to their existence, it was very difficult to obtain large amounts of capital for private enterprises. It has the ability to offer stock and stock options to directors, executives, and employees as part of compensation. This is much less advantageous if the company is required to treat stock options as an expense. Large stockholders, tyically founders of the company, are able to sell off shares and get cash which they can put to other uses. In contrast, while ownership in a private corporation can also be sold, in part, determining a "fair value" that is acceptable to all parties can be difficult.
A private company has several advantages. It has no requirement to publicly disclose much, if any financial information; such information could be useful to competitors. For example, Form 10-K is an annual report required by the SEC each year that is a comprehensive summary of a company's performance. Private companies do not file form 10-Ks. It is less pressured to "make the numbers" - to meet quarterly projections for sales and profits, and thus in theory able to make decisions that are best in the long-run. It spends less for certified public accountants and other bureaucratic paperwork required of public companies by government regulations. For example, the Sarbanes-Oxley Act in the United States does not apply to private companies. The wealth and income of the owners remains relatively unknown by the public.
The norm is for new companies, which are typically small, to be privately owned. After a number of years, if a company has grown significantly and is profitable, or has promising prospects, there is often an initial public offering and the company becomes public.
Less common, but not unknown, is for a public company to pay cash to its shareholders and become private. This is typically done through a leveraged buyout. Public companies can also become private when purchased by a larger company that is private.
Trading and valuation
The shares of a public company are traded on a stock exchange. The value or "size" of a public company is called its market capitalization, a term which is often shortened to "market cap". This is calculated as the number of shares outstanding (as opposed to authorized but not necessarily issued) times the price per share. For example, a company with two million shares outstanding and a price per share of $40 would have a market capitalization of $80 million.
作者：安普若 在 海归商务 发贴, 来自【海归网】 http://www.haiguinet.com
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