Under the subscription system, many articles of association stipulate that the registered capital can be paid in place within twenty or even thirty years. However, a company's entrepreneurship requires capital investment not only in the early stage, but also in the subsequent business. We can't wait until the last day of the subscription period to sign an agreement between the contributing shareholders at the beginning of the establishment, stipulating the specific time, proportion and amount of each contribution and the liability for breach of contract for shareholders' failure to contribute. When the registered capital is insufficient, how to contribute in the future can also be clearly defined. The profit distribution of the shareholders who have invested is different from that of the shareholders who have not invested or have not fully invested, so it should be clearly divided in the early stage to avoid conflicts in the later stage.
The distribution method of the company's equity is as follows:
1. The shares of a company are generally distributed according to the proportion of the shares subscribed or subscribed by shareholders to the total share capital of the company. The amount of each share is equal, and the dividend is distributed in proportion to the shares, unless otherwise agreed by all shareholders;
2. Shareholders receive dividends in proportion to the paid-in capital contribution; When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. Except that all shareholders agree not to pay dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority.
To sum up, the equity distribution agreement must first determine the registered capital and legal representative of the company, and then determine the agreed capital contribution ratio in the articles of association. The shares of a joint-stock company should be based on the capital contribution of the founding company, and factors such as whether to participate in operation and management and whether one party has technical input should also be considered. If one party participates in the operation, it can appropriately increase its shareholding, and the other party should also appropriately increase its shareholding by providing technical support.
Legal basis:
Article 71 of the Company Law of People's Republic of China (PRC)
Shareholders of a limited liability company may transfer all or part of their shares to each other.
Shareholders' transfer of equity to persons other than shareholders shall be approved by more than half of other shareholders. Shareholders shall notify other shareholders in writing to agree to the transfer of their shares. If other shareholders fail to reply within 30 days from the date of receiving the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; Do not buy, as agreed to transfer.
Under the same conditions, other shareholders have the priority to purchase the equity transferred with the consent of shareholders. If two or more shareholders claim to exercise the preemptive right, their respective purchase proportions shall be determined through consultation; If negotiation fails, the preemptive right shall be exercised in accordance with their respective investment proportions at the time of transfer.
Where there are other provisions on equity transfer in the articles of association, such provisions shall prevail.