發布時間：2021-09-01 發布人：山東股章瀏覽次數：721次 來源：www.newadnetwork.com
What do we usually talk about when we talk about equity? Generally speaking, it mainly talks about three topics related to equity: equity structure, equity operation and equity incentive.
Among them, the equity structure is a problem that enterprises must face when they start up, mainly involving the distribution of equity proportion, the selection of shareholding subjects, the agreement on voting rights and so on. In the business process after the incorporation of the company, the enterprise must face two unavoidable problems:
One is the issue of funds,
One is the problem of talents,
Equity operation is to solve the problem of equity investment and financing, and equity incentive is to solve the problem of retaining and attracting talents. This paper mainly discusses how to ensure control and realize tax saving through equity top-level architecture design. Most bosses do not pay attention to the design of the company's equity structure, and even some bosses do not know the connotation of the equity structure. They simply think that the equity structure is the distribution of the company's equity proportion, and do not realize that the design of the company's equity top-level structure is of great significance to protect the founders' control over the company and reduce the tax burden of shareholders.
In view of the fact that bosses generally do not know enough about the value and significance of equity structure top-level design, in order to make bosses understand the practical necessity of equity top-level structure design, this paper will analyze how to carry out equity structure design from the two dimensions of control right and tax cost in combination with the author's many years of practical experience in equity consultation and service, In order to have beneficial inspiration and thinking for the boss's family and friends.
一、企業進行股權架構設計的意義股權架構是公司治理的源頭，良好的股權架構將為公司管理、決策以及開展股權激勵和股權融資奠定堅實的基礎；如果股權架構存在隱患，那么隨著公司發展，股東之間往往會產生分歧和矛盾，甚至產生控制權糾 紛?，F實中，諸如“真功夫”、“雷士照明”、“當當網”等企業出現的悲劇大家都耳熟能詳，根本原因是股權架構設計存在缺 陷。
1、 The significance of equity structure design of enterprises. Equity structure is the source of corporate governance. A good equity structure will lay a solid foundation for corporate management, decision-making, equity incentive and equity financing; If there are hidden dangers in the ownership structure, with the development of the company, there will often be differences and contradictions among shareholders, and even control disputes. In reality, we are familiar with the tragedies of enterprises such as "real kung fu", "Rex lighting" and "Dangdang". The fundamental reason is the defects in the design of equity structure.
2、 Through the equity structure design, the company's control right can be guaranteed. The ways for the boss to realize the company's control right mainly include internal control and external structure control. Internal control can be realized through equity control, agreement and articles of association control, board of directors control, etc. external control includes pyramid leverage structure of holding company and limited partnership structure.