The comparative characteristics between Joint Stock Company (CP) and Limited Liability Company (Limited) are based on the provisions of the Enterprise Law 2014.
See more: Enterprise Law 2014
Similarities
- Members may be individuals or organizations;
- There is a separation of company assets and members' assets;
- All have legal status;
- Are all types of companies that are capital-related;
- Capital-contributing members are responsible within the scope of their contributed capital;
- Members of the company may transfer capital in accordance with the law.
Different points
| Criteria | Viet Nam Kosmos | Limited liability company |
| Amount | There is no limit to shareholders, however there must be a minimum of 3 or more. | Member limited from 1 to 50 depending on 1-member limited liability or 2-member limited or more. |
| Operational nature | - Joint stock company is a type of company with more complicated organization than a limited liability company with extensive social activities. - Easily mobilize a large capital source through the issuance of shares and bonds, thus sharing risks in business operations of the business. | Limited liability company is less legally bound than a joint stock company, has a lower capital amount because the limited liability company only has the right to issue bonds, so the risk is higher. |
| Capital | - To be allowed to issue shares to raise capital; - The charter capital of a joint stock company is divided into equal parts called shares; - Capital contribution: Founding shareholders must together register to buy at least 20% of the total number of ordinary shares offered for sale and must pay in full for the registered shares within 90 days from the date of A joint stock company is granted a business registration certificate. - In case shareholders do not pay or do not fully pay the contributed capital within the above time => Handle in accordance with Clause 3 Article 112 of the Law on Enterprises 2014. | - Not allowed to issue shares; - The charter capital of the limited company is calculated by the percentage of capital contribution; - Capital contribution: Members must contribute capital to the company fully and with the right types of assets as committed when registering for enterprise establishment within 90 days from the date of being granted the Enterprise Registration Certificate. . To be granted a certificate of capital contribution when fully and correctly contributing assets as committed within the prescribed time. - In case of failure to contribute in full and on time: the company shall carry out procedures to adjust the charter capital, the member's capital contribution ratio according to the actual contribution. |
| Transfer of stakes / shares | - Shares are freely transferable, except for the case in Clause 3, Article 119 of the Law on Enterprises 2014 and the company's charter where shares are restricted. - The transfer can be done by contract in the usual way or through trading on the stock market. | - If a member wants to transfer part or all of his contributed capital, he must first offer to sell such capital share to the remaining members in proportion to their stake in the limited company with the same condition. - A member can only assign it to a non-member if the remaining members of the limited company do not purchase or do not fully purchase within 30 days from the date of offer. |
| Structure | - A joint stock company has the General Meeting of Shareholders (GMS), Board of Directors (Board of Directors), Chairman of the Board of Directors, and Director / General Director. - A joint-stock company with more than 11 individual shareholders or an organization shareholder holding more than 50% of the total shares of a joint-stock company must have a Control Board. - The General Meeting of Shareholders is the highest decision-making body. - The Board of Directors is the management body of a joint stock company. | - A two-member limited liability company has a Members' Council (Board of Members), Chairman of the Board of Members, and Director / General Director. A limited liability company with 2 or more members must set up a Control Board. - The Members' Council is the highest decision-making body of the company. |
| Management mode | - The establishment and management of a joint stock company is more complicated than that of a limited liability company due to its strict constraints on the law. - Cases of conflicting interests always happen in these companies. | - The right to manage the company is closely tied to the members participating in the company establishment based on the amount of capital contributed. - Cases of conflicting activities about interests are less likely than joint stock companies. |
| Legal grounds | Enterprise Law 2014 | |
