How much influence does holding have on a company? With the increasing pressure of social competition today, if an enterprise wants to gain a foothold in the fierce market competition, enterprise managers must strengthen management in all aspects, especially the code of conduct of employees and the management of shares. Let's take a concrete look at how much influence holding has on a company.
How much influence does holding have on a company? 1 risk firewall
Shareholders have certain legal obligations to the company, which may lead to certain legal risks. Once an enterprise is in trouble due to various unpredictable reasons such as market, policy, poor management and internal struggle among shareholders, it may lead to the direct debt shock of the entrepreneur himself.
If a holding company is established, it is equivalent to setting up a firewall between the project company and the entrepreneurs. If the project company is in crisis, the holding company, as the shareholder of the project company, shall be responsible for the debts within the scope of the subscribed capital contribution. As the shareholders of the holding company, entrepreneurs bear indirect responsibility, that is, entrepreneurs are responsible for the debts of the holding company within the scope of their subscribed capital contribution to the holding company.
In other words, if the registered capital of the holding company is only 654.38 million yuan, then no matter how serious the crisis of the project company is, the debt range of entrepreneurs will not exceed 654.38 million yuan.
If the registered capital of the project company is directly reduced in order to control risks, it may affect the project company to gain the trust of the other party in its daily business activities, participate in bidding and enter the supplier list of large enterprises.
There is more room for taxation.
If the entrepreneur directly holds the equity of the project company, the entrepreneur will pay personal income tax at a fixed tax rate of 20% when the project company pays dividends. If the project shares are held through the holding company, the holding company shall be exempted from income tax when the project company pays dividends to the holding company.
Article 26 of the Enterprise Income Tax Law stipulates that the following income of an enterprise is tax-free income: (2) income from equity investment such as dividends and bonuses among eligible' resident enterprises'.
Broaden financing ideas
After the group structure is established through the holding company, independent financing can be carried out through the project company or overall financing can be carried out through the holding company. This depends on the company's strategic planning and investors' preferences.
If a holding company is not established, but a number of related project companies exist in parallel, investors may be trapped in potential related party transactions, interest transfer and other issues and it is difficult to obtain a satisfactory solution.
What needs to be emphasized is that the author does not think that the financing of the holding company is necessarily more reasonable than that of the project company, but only thinks that it has an alternative way and thinking path.
Problems needing attention
Holding companies should not directly participate in overseas business. The direct meaning of holding company is "holding". In addition, the holding company should not have daily business activities. If the holding company frequently conducts business activities abroad, the value of the risk firewall may be greatly reduced unless it is necessary for tax planning.
In the early stage of starting a business, the holding company does not really need to undertake the management and coordination tasks within the group-these are usually done by the entrepreneurs themselves. Therefore, the holding company does not need a fixed team and venue. It can be said that in this period, holding companies are more in drawers than in office buildings.
In addition, the existence of holding companies also means an increase in costs. There is also the cost of company registration and maintenance in the early stage; Later, there are expenses for business premises and team formation. But as long as the company structure is reasonable, the benefits brought by the holding company must far outweigh the costs.
How much influence does holding have on a company? 2.
Absolute holding of 67% or more of the company is equivalent to owning 65,438+0,000% of the company's rights, and it can modify the company's articles of association, split, merge, change the company's major projects and make major decisions.
It has relative control over the company's absolute holding of 565,438+0%, which is the company's control line and has absolute control over the company.
Holding 34% of the company's shares, with one veto.
A company holding 30% shares will offer to buy the company listed.
A company holding 20% shares has a warning line of major horizontal competition.
If the company holds 65,438+00% of the shares, it can initiate the rights of temporary meeting, inquiry, investigation, prosecution, liquidation and dissolution.
A company holding 5% shares has a significant changes in equity warning line.
Hold 3% of the company's shares and have the right to hold early meetings and make temporary proposals.
Holding 65,438+0% of the company's shares, having the right of litigation on behalf of the company and the right of indirect investigation and prosecution, in which the right of investigation is to the board of supervisors or the board of directors.
How much influence does holding have on a company? What is the significant influence of the controlling shareholder?
1. What is the significant influence of the controlling shareholder?
According to Article 216th of the Company Law of People's Republic of China (PRC), the meanings of the following terms in this Law are:
(2) Controlling shareholders refer to shareholders whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of a joint stock limited company; Although the capital contribution or the proportion of shares held is less than 50%, but according to their capital contribution or shares held, shareholders have enough voting rights to the shareholders' meeting and the resolutions of the shareholders' meeting.
2. What are the code of conduct for controlling shareholders?
1. When reorganizing the company to be listed, the controlling shareholder should follow the principle of reorganization first and then listing, and pay attention to establishing a reasonable and balanced shareholding structure.
2. When reorganizing and restructuring a listed company, the controlling shareholder shall divest its social functions and non-operating assets. Non-operating institutions, welfare institutions and their facilities are not allowed to enter listed companies.
3. The surviving enterprises or institutions whose controlling shareholders serve the main business of listed companies can be reorganized into specialized companies according to the principles of specialization and marketization, and sign relevant agreements with listed companies according to commercial principles. A surviving enterprise engaged in other businesses shall enhance its independent development capability. If the surviving enterprise has no ability to continue to operate, it shall withdraw from the market through bankruptcy and other means in accordance with the provisions of relevant laws and regulations. If the enterprise has certain conditions when it is reorganized, it can divest its social functions, divert surplus personnel at one time, and not retain the surviving enterprises.
4. The controlling shareholder should support the listed company to deepen the reform of labor, personnel and distribution system, change the operating mechanism, and establish various systems for managers to compete for posts, be promoted and demoted, select employees on the basis of merit, increase and decrease the income distribution, and establish effective incentives.
5. The controlling shareholder has a fiduciary duty to the listed company and other shareholders. The controlling shareholder shall exercise the investor's rights over the listed company under his control in strict accordance with the law. The controlling shareholder shall not use the assets reorganization to damage the legitimate rights and interests of the listed company and other shareholders, and shall not use its special position to seek additional benefits.
6. When nominating candidates for directors and supervisors of listed companies, the controlling shareholders shall strictly follow the conditions and procedures stipulated in laws and regulations and the Articles of Association. Candidates for directors and supervisors nominated by controlling shareholders shall have relevant professional knowledge and decision-making and supervision capabilities. The controlling shareholder shall not go through any examination and approval procedures for the personnel election resolution of the shareholders' meeting and the personnel appointment resolution of the board of directors; Shall not go beyond the shareholders' meeting or the board of directors to appoint or remove senior managers of listed companies.
7. Major decisions of listed companies shall be made by the shareholders' meeting and the board of directors according to law. The controlling shareholder shall not directly or indirectly interfere with the company's decision-making and production and operation activities in accordance with the law, and damage the rights and interests of the company and other shareholders.
Three. Obligations of controlling shareholders
1. Do not abuse the position of controlling shareholder to harm the interests of the company and other shareholders. In practice, the abuse of shareholders' rights is mainly carried out by controlling shareholders. In addition to the controlling shareholder, there is also the actual controller of the company. The actual controller refers to the person who can actually control the company's behavior through investment relations, agreements or other arrangements, although he is not a shareholder of the company.
2. Do not use their relationship to harm the interests of the company. The so-called related relationship refers to the relationship between the controlling shareholder, actual controller, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the company's interests. However, state-controlled enterprises are not related only because they are controlled by the state.
3. Liability for abuse of shareholders' rights. If the controlling shareholder or actual controller abuses the rights of shareholders or damages the interests of the company or other shareholders by taking advantage of related relationships, they shall be liable for compensation.