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引言自1993年制定《中华人民共和国公司法》以来,我国一直将公司划分为股份有限公司和有限责任公司两种类型。依照商人类型法定主义原则,除上述两种公司之外,我国实践中不允许设立其他类型的公司。虽然公司法在发起人人数、注册资本最低限额、设立方式等诸多方面,将有限责任公司与股份有限公司进行了区别规定,但由于两种公司都以股东对公司债务承担有限责任为原则,而且除了向社会公众或者不特定主体公开募集股份的股份有限公司(以下简称公开公司)外,两种公司在组织结构、运作方式等方面并无根本性差异。现行法的公司分类模式,导致实践中两类公司在法律适用方面产生困惑,也给理论解释带来一定的困难。
Introduction Since the enactment of the “Company Law of the People’s Republic of China” in 1993, our country has been divided into two types: limited liability companies and limited liability companies. According to the statutory principle of merchant type, in addition to the above two kinds of companies, the practice of our country does not allow the establishment of other types of companies. Although company law differentiates limited liability companies from limited liability companies in terms of the number of sponsors, the minimum registered capital, and the method of setting up such a company, since both companies take the principle of limited liability of shareholders to corporate debt and Except for public limited companies (hereinafter referred to as public companies) that raise shares to the general public or non-specific entities, there is no fundamental difference between the two companies in terms of organizational structure and mode of operation. The current company classification model led to the confusion of the two types of companies in practice, which also brought certain difficulties to the theoretical explanation.