There are two main types of actual controllers involved in company law:
1. The controlling shareholder of the controlling shareholder of the company (actually controlled by the investment relationship);
2. Anonymous shareholders (i.e. actual shareholders, actual investors, and actual control through holding equity agreements).
The difference between the actual controller and the controlling shareholder is as follows:
1. The actual controller is generally a natural person, and the controlling shareholder can be a natural person or a legal person.
2. The actual controller shall not have direct financial contact with the controlled enterprise, that is, he shall not be a shareholder of the controlled enterprise; And the controlling shareholder must be a shareholder.
3. 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.
4. "Controlling shareholder" refers to a shareholder who meets one of the following conditions:
(a) the person acting alone or in concert with others may elect more than half of the directors;
(2) Being able to exercise or control more than 30% of the voting rights of the company when acting alone or in concert with others;
(3) Holding more than 30% of the shares of the company when acting alone or in concert with others;
(4) When acting alone or in concert with others, that person can actually control the company in other ways. The term "persons acting in concert" as mentioned in this article refers to the act that two or more persons reach an agreement through an agreement (whether orally or in writing), and one of them obtains the voting right of the company, so as to achieve or consolidate the purpose of controlling the company.
To sum up, the actual controller of a company 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. In the field of securities and funds, the definition of actual controller may include the shareholders of the company. In short, the actual controller is the natural person, legal person or other organization that actually controls the listed company.
Legal basis:
Company Law of the People's Republic of China
Article 2 16
The meanings of the following terms in this Law:
(1) Senior management refers to the manager, deputy manager, financial officer, secretary of the board of directors of a listed company and other personnel stipulated in the articles of association of the company.
(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.
(3) "Actual controller" refers to a person who is not a shareholder of the company, but can actually control the company's behavior through investment relations, agreements or other arrangements.
(4) 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.