How to distribute the equity when the company is merged? The answer to this question is as follows: the distribution of shares has always been the top secret of enterprises. Generally speaking, the share distribution in the initial stage of entrepreneurship is relatively clear and the structure is relatively simple. Several partners get corresponding shares according to the amount of capital contribution. However, with the development of enterprises, there are bound to be gains and losses, and there will inevitably be various conflicts of interest in distribution. Therefore, a reasonable ownership structure is the cornerstone of enterprise stability. The secret of family business equity arrangement Family business mainly adopts two kinds of equity arrangement, namely decentralized equity arrangement and centralized equity arrangement. 1. Decentralized shareholding arrangement: let as many family members as possible hold shares in the company, and all family members enjoy equal rights whether they work in the company or not. There are two management methods for family enterprises with decentralized shares: external professional management and management of some family members. Most family businesses in China take the second approach. They think that capable family members are more suitable to represent their own interests than outsiders. 2. Equity concentration method: only distribute equity to family members who work or serve in the enterprise. This method focuses on controlling ownership rather than management, and on ensuring the continuity of family power from generation to generation. The advantage of this arrangement is that, first of all, the decision-making process can be accelerated, because ownership is linked with the interests of managers. Second, because family members can only become shareholders and managers through struggle, enterprises can maintain the entrepreneurial spirit of entrepreneurs in those years. The secret of partnership share arrangement generally adopts the odd number principle. That is, the odd partner structure, for example, an enterprise has three partners, two of whom are in a strong position and the other is in a weak position, but this is also a key balance position, and no one has the right to decide. The restrictive relationship between them is the foundation of stability. At the same time, in order to attract outstanding talents, both family enterprises and partnership enterprises will give some shares to some senior talents. According to the usual law, 70% ~ 80% is owned by entrepreneurs, and the remaining 20% ~ 30% is owned by senior talents. They enjoy the right to vote and the corresponding dividend. With the development of enterprises, more capital, more talents and more partners may be introduced, so the balance of the overall shareholding structure is very important. For emerging enterprises, equity distribution is a long-term task.
Legal objectivity:
Company Law of the People's Republic of China
Article 71
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.