發布時間：2021-04-29 發布人：山東股章瀏覽次數：724次 來源：www.newadnetwork.com
The upsurge of entrepreneurship wave after wave never stops. Everyone wants to be a leader. When it comes to entrepreneurship, what Mr. Yu thinks about is the problem that many friends encounter in entrepreneurship, that is, equity design. I believe many friends have a deep understanding of the importance of equity design. Today, Mr. Yu will analyze those problems about equity from several angles.
Before designing the equity structure, we should clearly realize that the equity structure is not a simple equity ratio or investment ratio. It should be based on the equity ratio of shareholders, through a series of adjustments to the rights of shareholders, the powers and voting procedures of the board of shareholders and the board of directors.
1、 Equity ratio, corporate management and corporate decision making
Equity is a kind of ownership based on investment. The management right of a company comes from equity or authorization based on equity. Corporate decision-making comes from equity, but also affects the direction and scale of corporate management. As long as shareholders have investment, they will have certain decision-making rights. The difference lies in the degree of participation and influence in decision-making.
2、 Controlling shareholder
The shareholder who gets the decision-making right is the controlling shareholder in law. There are two ways to obtain the controlling shareholder: first, the direct actual capital contribution is more than 50%; Second, the direct actual capital contribution does not reach 50%, but the proportion of equity is large, and then through the absorption of shareholders of related companies, close friends and other forms to form a holding situation in the company in the form of alliance.
3、 Acquisition of voting rights
If we can't become the controlling shareholder of the company through the above two ways, how can we control the company? In this case, we need to work hard in the drafting of the articles of association at the beginning of the establishment of the company, so as to expand our voting power. In order to achieve the goal of equity design, we usually have certain market advantages, technical advantages or management advantages, which can make up for the lack of investment funds in exchange for voting rights.
4、 Weakening or strengthening of equity
The weakening or strengthening of equity is due to the protection of the interests of actual investors and the consideration of attracting talents. The conventional equity design follows the principle of equal capital contribution and equal rights. However, in the case of dormant shareholders and dry shares, once someone demands the complete rights of shareholders or demands the dissolution of the company and the distribution of residual assets, the company will be in a dangerous situation. Therefore, in practice, the use of articles of association, shareholders' contract and other forms to restrict and clarify the rights of the relevant shareholders can avoid disputes in the future.
5、 Voting procedure
The board of shareholders and the board of directors are the common voting departments for the company's major issues, but how to design the voting form and procedure depends on the actual situation of the company. Some closed companies require 2 / 3 voting rights of all shareholders to pass when shareholders transfer their shares; Some companies impose special restrictions on the voting proportion or time limit for their heirs to enter the decision-making and management of the company after the death of shareholders.
In a word, investors should fully consider their investment purpose, investment amount, investment proportion in the company, and make in-depth analysis and Consideration on the ownership structure with various advantages, so as to better safeguard their own interests and lay the foundation for the steady development of the company.