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第七章 企業組織類型
7.1 企業組織的種類
a. 企業可分為私人企業和公營企業
b. 私人企業可細分為獨資經營、合夥、有限公司和合作社,而有限公司又再分為私人有限公司及公眾有限公司
c. 公營企業可分為政府部門及公營公司
7.2 私人企業
7.2.1獨資經營
a. 特點 i) 一個人擁有,由東主獨自投資和全權負責經營,盈利或虧損都由東主個人承受 ii) 無限債務責任 – 指企業出現資不抵債的情況時,東主有責任清還所有債務,包括動用私人財產來還債 iii) 東主較難籌集資金,因此規模一般較小
b. 成立獨資經營的過程 東主只須向稅務局轄下的商業登記署登記及領取商業登記證便可開業
c. 優點及缺點
|優點 |缺點 |
|1. 開業手續簡便,領取商業登記證後便可開業 |1. 無限債務責任 |
|2. 開業成本較低 |2. 東主凡事親力親為,難有休息機會 |
|3. 東主為提高利潤,會較積極經營 |3. 東主缺乏全面技能 |
|4. 東主可根據市場的變化迅速改變經營策略 |4. |
| |若東主健康欠佳或不幸逝世,未必有其他人能替他繼續經營,生意 |
| |可能就此結束 |
|5. 東主可留心照顧個別顧客的需要 |5. 資金來源較少 |
|6. 與僱員關係密切 |6. 要面對大公司的競爭 |
|7. 利得稅率較低 |7. |
| |必要開支佔成本的比例較重,例如法例規定必須安裝自動消防灑水 |
| |系統 |
|8. 可自由轉讓擁有權 | |

7.2.2 合夥
a. 合夥人的種類 i) 普通合夥人 – 要承擔無限債務責任,他們有權參與企業的管理及策劃工作 ii) 有限合夥人 – 承擔有限債務責任,即合夥人所承擔的債務僅限於他們投資的金額,無須擔心因生意失敗而賠上個人財產。他們雖在組織中投入資金,但不參與經營 iii) 活躍合夥人 – 須投入資金,具有擁有權,及參與企業經營 iv) 靜默合夥人 – 一般只會提供資本,不參與企業的經營 v) 隱名合夥人 – 須投入資金,但匿名、不參與經營 vi) 秘密合夥人 – 匿名、不公開身份,但參與公司經營 vii) 名義合夥人 – 沒有投入資金及沒有擁有權,不必承擔債務責任,但會公開合夥人身份及須參與企業經營
b. 合夥的種類 i) 普通合夥 – 所有合夥人均為普通合夥人,各人都要承擔無限債務責任 ii) 有限合夥 – 有一名或以上的有限合夥人,他們只承擔有限債務責任;此外須有一名普通合夥人來承擔無限債務責任
c. 合夥的特點 i) 合夥人的數目可由二至二十人不等 ii) 最少有一名的普通合夥人承擔無限債務責任 iii) 規模較小 iv) 任何一名普通合夥人以公司名義作出任何決定,對所有合夥人均有法律約束力,他們要共同承擔有關決策帶來的後果
d. 成立合夥的過程 i) 只須在商業登記署登記,取得商業登記證後便可開業 ii) 在成立合夥前,一般會訂立一份合夥契約,詳細列明: - 公司的名稱、性質及業務經營細則 - 各合夥人所付出的資金 - 利潤和虧損的分配方法 - 各合夥人所領取的薪金
e. 優點及缺點
|優點 |缺點 |
|1. 成立容易,只須領取商業登記證後便可開業 |1. 除有限合夥人外,其他普通合夥人都要承擔無限債務責任 |
|2. 合夥人可各自發揮所長 |2. |
| |由於任何決定均需所有合夥人同意才可通過,若有一人反對都會降 |
| |低決策速度及經營效率 |
|3. 分擔風險 |3. |
| |無論是哪一個普通合夥人作出的決定,所有合夥人都要共同承擔後 |
| |果 |
|4. 資金來源較多 |4. |
| |沒有法定的獨立存在性,如果普通合夥人退出、逝世或破產,財政 |
| |可能會出現困難,生意可能會結束 |
|5. 利得稅率較低 | |
|6. 僱員的普升機會較大 | |

7.2.3 有限公司
a. 導論 i) 由多人共同投資及擁有,有法定的獨立存在性的企業 ii) 有限公司的擁有權可分為若干份,稱為股份 iii) 股票是投資者在有限公司中擁有股份數量的證明 iv) 有限公司的投資者稱為股東,他們的債務責任僅限於他們在公司投資的金額 v) 股東可以不直接參與公司的經營,而另行委任董事負責
b. 種類 i) 私人有限公司 - 可以有一名至五十名股東 - 股東的股份不向公眾發售,只可在全部股東同意的情況下把股份轉售給其他股東 - 香港不少私人有限公司都是家族企業 - 一般成立目的:希望在賺取較多資金之後,不會失去公司的控制權 - 不用公開公司的財政狀況,只須每年向公司註冊處申報便可 ii) 公眾有限公司 - 至少一名,沒有上限 - 公眾有限公司可以向香港交易及結算所有限公司申請上市,成為上市公司 - 可向現有股東集資或通過發行股票向公眾集資,資金來源較廣 - 若向公眾發行股份,便須向公眾公開業績及財政狀況
c. 有限公司的特點 i) 有法定的獨立存在性 - 指公司與股東是不同的個體,公司不會因股東患病或逝世而結束 ii) 有限債務債任 iii) 公司名稱的限制 - 有限公司的中文名稱必須以「有限公司」結尾,公司的英文名稱則必須以「Limited」結尾。 iv) 管理權及擁有權分開 - 股東具有公司的擁有權,而董事局負責管理公司的業務,所以管理權和擁有權往往是分開的 v) 資金來源充足 - 可上市集資,並較易獲得銀行貸款 vi) 規模較大
d. 成立有限公司的過程 i) 在香港成立有限公司,必須按照《公司條例》進行,向公司註冊處註冊,並呈交三份文件: - 公司組織章程大綱 內容包括:公司名稱、註冊地址、公司目標、公司股東的有限債務責任、公司發行股份的種類和數量、股份的分配 - 公司組織章程細則 內容包括:股份的更改細則、董事局的架構和權力、召開週年股東大會的程序、各類股份的投票權 - 申請已遵守各註冊事項的法定聲明 ii) 如果這些文件正確無誤,公司註冊處便會發出一張公司註冊證,正式成一間有限公司 iii) 新的有限公司要在成立一個月內申請商業登記證 iv) 如果是私人有限公司,取得商業登記證後便可以正式營業 v) 若公眾有限公司要成為上市公司,便要先向香港交易及結算所申請
e. 公眾有限公司發行股份的過程 i) 公眾有限公司可以發行股份讓公眾購買,股份主要有兩類:普通股和優先股
|普通股 |優先股 |
|1. 在週年大會上,普通股股東擁有投票選舉權 |1. 優先股股東沒有投票權 |
|2. 當公司出現盈利,會視乎情況,分發股息給普通股股東 |2. 優先股股東較普通股股東優先獲發股息 |

ii) 公眾有限公司須印製招股章程,讓公眾認識公司的詳細資料 iii) 新發行的股份可以由包銷商包銷。包銷商同意購買所有公眾沒有認購的股份,這樣可保證新公司能夠通過發行股份而得到預計的資金 iv) 發行股份後,上市公司便可以開業
f. 有限公司結束經營的方式 i) 強迫清盤 - 當一間有限公司沒能力還債時,可以由股東、債權人或法庭提出,再由法庭頒佈清盤令使其結束營業。法庭會委任破產管理人接收公司,出售公司資產來償還債務,公司股東沒有責任以私人財產還債 ii) 自動清盤
g. 有限公司的優點及缺點
|優點 |缺點 |
|1. 股東只承擔有限債務責任 |1. 註冊手續較繁複 |
|2. 容易籌集資金 |2. 決策需時,降低運作效率 |
|3. 有法定的獨立存在性 |3. 利得稅較獨資、合夥為高 |
|4. 可以大規模運作 | |
| | |

h. 私人有限公司及公眾有限公司的優點及缺點
| |私人有限公司 |公眾有限公司 |
|優點 |-所需公開的資料較少 |-規模大,信貸能力較高 |
| |-股票不公開發售,原有股東較易控制所有權 |-可向公眾集資 |
| | |-擁有權和管理權分開 |
|缺點 |-信貸及集資能力較低 |-需要公開披露的資料較多 |
| |-股份不能隨便轉讓,須得到全體股東同意 |-假如其他人或公司收購了足夠股份,原有股東便可能失去|
| | |公司的控制權 |

7.2.4 合作社
a. 特點 i) 非牟利,利潤由會員分享 ii) 由最少十人的社員組成,服務對象只限於會員 iii) 規模較小
b. 成立合作社的過程 - 所有合作社要向漁農自然護理署註冊
c. 合作社的優點及缺點
|優點 |缺點 |
|1. 會員可以較低價購入貨品 |1. 規模較小,集資能力較低 |
|2. 會員可共同經營生意,因而工作更 |2. 合作社的地址數目少、地方小、貨 |
|積極 |品種類不多 |
| |3. 凡事要全體會員通過,拖慢決策速 |
| |度 |

7.3 公營企業
7.3.1 類型
a. 政府部門 – 例如警務處、社會服利署及工業貿易署等
b. 公營公司 i) 為政府全資擁有,政府不參與其日常經營事務,但有權監察其運作 ii) 按商業原則運作,自負盈虧 iii) 例如九廣鐵路公司及機場管理局
c. 公營企業的特點 i) 為政府所擁有 ii) 為市民提供服務
d. 公營企業的優點及缺點
|優點 |缺點 |
|1. 為公眾提供服務 |1. 增加納稅人的負擔 |
|2. 政府擁有,資金充裕 |2. 經營效率低 |
|3. 可讓貧苦市民也能獲得基本的生 活需要 |3. 不符合商業原則 |
|4. 避免浪費資源 | |

e. 公營企業的最新發展 i) 香港特區政府將部分公營企業的經營權授予私人企業 ii) 自1993年起,部分政府部門改以營運基金模式運作,在財政上自負盈虧,例如公司註冊處、土地註冊處、香港郵政等 iii) 精簡架構 iv) 私有化
7.4 政府監管
7.4.1 政府的監管方式
a. 發牌照
b. 發出專利權
c. 制定條例
d. 成立諮詢委員會
7.4.2 政府監管的業務類別
a. 交通運輸 – 巴士、渡輪
b. 電力供應
c. 電訊服務
7.4.3 出現不同類型企業的原因
1. 有些產品和服務的市場太小不足以支持大企業存在
2. 不同企業的東主有不同的經營手法
3. 政府成立公營企業的目的主要是為市民提供服務
4. 合作社的出現是為某些組織的成員提供廉價的物品及服務
5. 會計師、律師、醫生等多以合夥形式經營,以節省經營成本
6. 有限公司的數量越來越多,因為公司的股東只負擔有限債務責任,又可發行 股票集資

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