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在我国,股份公司除了有发起设立和募集设立之分以外,还有上市与非上市之别。所谓上市的股份公司,是指公开发行股票并在证券交易所上市的股份公司。所谓非上市股份公司,又分为两种:一种是不公开发行股票也不在证券交易所上市的股份公司;另一种是公开发行股票但不在证券交易所上市的股份公司,后者又可称之为非上市公众公司。根据《公司法》和《证券法》的有关规定,上市公司的设立、变更和注销均实行审批登记制,其股东及其持股变化情况也由证券登记结算机构登记并确认。而非上市股份公司的情况比较复杂,不仅其登记有一个历史演变过程,而且其现行的登记制度安排也带来一些问题。
In our country, except for the establishment of the joint-stock company and the establishment of the fundraising company, there is also the difference between listing and non-listing. The so-called listed stock company, refers to the public offering of shares and listed on the stock exchange company. The so-called non-listed shares of the company, is divided into two types: one is not a public offering of shares is not listed on the stock exchange company; the other is a public offering of shares but not in the stock exchange listed company, which in turn Call it an unlisted public company. According to the relevant provisions of the Company Law and the Securities Law, the examination and approval system is adopted for the establishment, alteration and cancellation of listed companies. The changes of shareholders and their holdings are also registered and confirmed by the securities registration and settlement institutions. However, the situation of non-public listed companies is rather complicated. Not only is there a historical evolution of registration, but also the problems caused by its current registration system.