Differences Between Limited Liability Company and Joint Stock Company (2024)

How to distinguish differences Between Limited Liability Company and Joint Stock Company

Vietnam Law allows theestablishment company in Vietnamin various forms. It is an important step in investment process.

Investors could choose different forms depending on the needs and capacity on the ability to raise capital and sharing the risk in business as well as the management and operating costs. Each form will have its own organizational structure, operating mechanism, rights and obligations specified under Law on Enterprise 2014.

Currently, Limited Liability Company (“LTD”) andJoint Stock Company(“JSC”) are two popular enterprise forms operating in Vietnam.

So, what are the differences Between Limited Liability Company and Joint Stock Company?

I.Organizational Structure:

Differences Between Limited Liability Company and Joint Stock Company are as following:

Number of members/shareholders:

LTD

-Single member LTD: Having only one member (member can be an organization or an individual);

-Multi members LTD: Having at least 2 members and not exceed 50 members (member can be an organization or an individual).

JSC

Joint Stock Company has at least 3 shareholders and not limit the maximum number.

Management structures

LTD

-Single member LTD

Single member LTD owner by an organization shall be organized under two models: Company president, Director/General director and Supervisor; (OR) Members Council, Director/General director and Supervisor.

Single member LTD owner by an individual shall be organized as follows: Company president, Director/General director.

-Multi members LTD

Multi members shall be organized by: LTD Council members, Chairman of the Members Council and Director/General director;

Multi members LTD having 11 members or more shall establish the Board of Supervisors.

JSC

JSC can be organized under two models: General Meeting of Shareholders, Board of Directors, Board of Supervisors and Director/General director; (OR) General Meeting of Shareholders, Board of Directors (Board of Internal Supervisors under Board of Directors) and Director/General director.

II. Capital Contribution:

Differences Between Limited Liability Company and Joint Stock Company are as following:

Raising capital

LTD

-Single member LTD: Owner increases charter capital

-Multi members LTD: Members increase their charter capital, or increasing the number of capital contributors

JSC

Different from LTD, JSC can raise its capital by various methods as follows: Selling shares to existing shareholders; Selling shares individually to non-shareholders; Issuing shares on the stock market.

Transfer of contributed capital

LTD

-Single member LTD: Owner transfers a part of contributed capital to other persons and this could lead to changes of the type of business or other procedures if all capital is transferred (for instance in a M&A deal).

-Multi members LTD: Offer the stakes to other members in proportion to their stakes in the company under the same conditions; The stakes could only be transferred to other persons if the members do not buy or do not buy completely within 30 days from the offering date.

JSC

The shareholders of JSC are free for transfer their contributed capital after 03 years from the establishment.

Having said that, LTD is a type of enterprise that the capital contribution is not the only link between the members of the company but they are also linked together by relationship. They may be acquaintances and trust each other to jointly contribute capital to establish an enterprise. Therefore, the management of the LTD is as complicated as JSC. With the larger the number of shareholders, the level of capital mobilization, voting power to decide on issues of the company based on the ratio of capital contribution of each shareholder, the management and operation of the JSC is more complex.

The ability to raise capital of a JSC is higher than a LTD. Because, JSC can issue shares to the public in the form of securities. When the stocks are listed on stock exchange, the information of company’s business operations must be public and more transparent.

The procedure to set up a company in form of an LTD or a JSC has not much differences.

About ANT Lawyers, law firm in Vietnam

We help clients overcome cultural barriers and achieve their strategic and financial outcomes, while ensuring the best interest rate protection, risk mitigation and regulatory compliance. ANT lawyers has lawyers in Ho Chi Minh city, Hanoi, and Danang, and will help customers in doing business in Vietnam.

How Foreign Entity Could Set up a Branch Office in Vietnam

10 questions to ask before setting up company in Vietnam

Vietnam Company Formation. How to proceed?

Looking for a reliable local English speaking law firm in Vietnam for your business?

Benefits of Investors to Set-up Business in Ho Chi Minh City

Which Authority Approves Business Setting up in Vietnam?

Granting Investment Registration Certificate in Vietnam

Differences Between Limited Liability Company and Joint Stock Company (2024)

FAQs

Differences Between Limited Liability Company and Joint Stock Company? ›

LLC is not allowed to issue shares (if it wants to issue, it must convert its form into a JSC), but can issue bonds (issuance of bonds must comply with the provisions of law). JSC is allowed to issue both shares, as well as bonds and other securities of the company.

What are the differences between a limited liability company and a joint stock company? ›

Limited liability companies and joint stock companies may both be launched with a single shareholder. In joint stock companies, there are no restrictions as to the number of shareholder. Limited liability companies cannot have more than 50 shareholders.

What is the difference between a company and a joint stock company? ›

In a joint stock company, the ownership is divided into transferable units known as shares. In case of a public company the shares can be transferred freely, there are almost no restrictions. And in a public company, there are some restrictions, but the transfer cannot be prohibited.

What is the difference between limited liability company and limited company? ›

In an LLC, there are no shares for the owners to buy, but in an LTD, every shareholder can purchase shares to own the business. The company determines the price of shares in an LTD, whereas in the LLC, they're determined by market forces.

What is the difference between a limited by shares company and a limited liability company? ›

Limited by Guarantee: Ownership and control rests with the members, who are guarantors rather than shareholders. Limited by Shares: Liability is limited to the unpaid amount on shares. Limited by Guarantee: Liability is limited to the amount members agree to contribute upon dissolution.

What is the difference between a private limited joint-stock company and a public limited joint-stock company? ›

A public company requires a minimum of seven members to start a company, whereas a private limited company can be started with only two members. A general meeting is mandatory for public companies, whereas for private companies, it is not mandatory.

What are the similarities between joint-stock company and limited liability company? ›

LLC and JSC may have one or more legal representatives. Both types of companies have legal status; All have the ability to self-determine their own assets; All have the right to establish, contribute capital or buy shares of another company; Both can participate in a lawsuit as either the plaintiff or the defendant.

What is the characteristics of limited liability company? ›

Almost by definition, an LLC will always possess limited liability. Thus, for an LLC to be classified as a partnership for federal tax purposes, it must lack at least two of the remaining three corporate characteristics: centralization of management, continuity of life, and free transferability of interests.

What are the five features of joint stock company? ›

A joint stock company possesses several defining characteristics, which include: a separate legal identity, limited liability for shareholders, transferability of shares, perpetual existence, a common seal as a legal signature, and a distinction between ownership and management.

What is a joint stock company short answer? ›

Joint stock company is a type of business organization that is owned by its investors. In a joint stock company the company stock can be bought and sold by the shareholders. Shareholders should be having possession of at least 1 stock of the company in order to be counted as a partial owner.

Why don't LLC pay taxes? ›

LLC members are considered self-employed business owners rather than employees of the LLC so they're not subject to tax withholding. Instead, each LLC member is responsible for setting aside enough money to pay taxes on that member's share of the profits.

Who owns a limited company? ›

Most limited companies are 'limited by shares'. This means they're owned by shareholders, who have certain rights. For example, directors may need shareholders to vote and agree changes to the company.

What are the benefits of LLC vs LTD? ›

LLCs have a more simple business structure than LTDs. LLCs are mostly run by their members but LTDs on the other hand are run by directors and shareholders. This means if you are running an LTD, you have to wait for shareholders' and other directors' approval to make any business decisions.

What is the advantage of a joint stock company? ›

Economic development: Joint Stock Companies have large financial resources, they are able to undertake large-scale production, satisfy the needs of more consumers, create large-scale employment opportunities, promote balanced regional development and contribute substantially to the government by way of taxes.

What is a major disadvantage of a joint stock company? ›

Disadvantages of a Joint-Stock Company

Lack of Confidentiality- Every issue is discussed at length during the board of directors' meeting. The minutes of the meeting, as well as the company's profit and loss statements, among other things, must be made public. It is difficult to maintain secrecy in this environment.

What are the disadvantages of joint stock company? ›

Following are the disadvantages of Company form of Organisation: Costly and difficult to form, scope for dishonest management, nepotism, lack of good labor relations, high taxation, lack of secrecy, delay in decision making process, speculation and lack of interest. Was this answer helpful?

How does a joint stock company work? ›

What is a Joint-Stock Company? A joint-stock company is a business that is owned by its investors. The shareholders buy and sell shares and own a portion of the company. The percentage of ownership is based on the number of shares that each individual owns.

Top Articles
Latest Posts
Article information

Author: Trent Wehner

Last Updated:

Views: 6557

Rating: 4.6 / 5 (76 voted)

Reviews: 83% of readers found this page helpful

Author information

Name: Trent Wehner

Birthday: 1993-03-14

Address: 872 Kevin Squares, New Codyville, AK 01785-0416

Phone: +18698800304764

Job: Senior Farming Developer

Hobby: Paintball, Calligraphy, Hunting, Flying disc, Lapidary, Rafting, Inline skating

Introduction: My name is Trent Wehner, I am a talented, brainy, zealous, light, funny, gleaming, attractive person who loves writing and wants to share my knowledge and understanding with you.