What should be the equity structure of the newly established company?

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. At the same time, there are many dormant shareholders, performance shares and other special shares in practice, which aggravate the risk of the company's operation. When the company operates, various internal contradictions are constantly emerging, among which the basis for shareholders to safeguard their own interests is the shareholding ratio and shareholders' rights. Therefore, in practice, many small and medium-sized investors ignore the adjustment of shareholding ratio and shareholders' rights, and finally fall into a dilemma in the internal contradictions of the company. This situation has also pushed the company to the edge of risk loss. First, the ownership structure is not a simple shareholding ratio. Many investors know that the shareholding ratio is the main factor to obtain the right to operate the company. If the ownership structure design is understood as a simple shareholding ratio or investment ratio, the following discussion has no practical significance. The design of ownership structure is based on the shareholding ratio of shareholders, through a series of adjustments to shareholders' rights, the functions and powers of shareholders' meeting and board of directors, voting procedures and so on. Second, the proportion of equity and company management company decision-making equity is a kind of ownership based on investment. The management right of the company comes from equity or authorization based on equity. The company's decision comes from the stock right, which also affects the direction and scale of the company's operation. Some investors only invest and do not participate in company management, while others participate in company management at the same time. As long as shareholders have investment, they have certain decision-making power. The difference lies in the degree of decision-making participation and influence. Therefore, it is very important whether the opinions of shareholders can form decision-making opinions that affect the management and operation of the company, and the primary basis for obtaining decision-making power is the proportion of equity. The shareholder who has the decision-making power is the legal controlling shareholder. The meaning of controlling shareholder in the company law refers 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. Third, the simple way to acquire the controlling shareholder is 1, with a direct actual investment of more than 50%. 2. The direct actual investment does not reach 50%, but the equity ratio is the largest, and then the holding situation is formed in the form of alliance by absorbing shareholders, close friends and close relatives of affiliated companies. The above two methods are simple designs based on the same shares and voting rights. Fourth, there is no strong relationship between the controlling shareholders whose voting rights have changed, and the actual capital contribution has not reached more than 50%. It is impossible for shareholders to form an alliance. In this case, how can we hold the company? In this case, it is necessary to work hard to draft the articles of association at the beginning of the company's establishment. By expanding the number of voting rights through the articles of association, this design breaks through the common practice of sharing shares and rights. To achieve the purpose of this equity design, generally speaking, their own market advantages, technological advantages or management advantages will make up for the lack of investment funds through these advantages. In practice, many technology-oriented, market-oriented and management-oriented investors ignore this point, which makes it difficult for them to play their hands and feet in the company's follow-up operations, so that their due technology market and management advantages are not maximized in the company's operations. This kind of equity structure design needs to break through the conventional requirements of company law, and it needs careful design in practice to achieve effective results. V. There are two aspects to weaken or strengthen shareholders' rights: self-interest right and * * * interest right. The former, such as residual distribution right, residual property distribution right, new share pre-emptive right, etc. , and the latter, such as the right to vote, the right to convene the shareholders' meeting, the right to inquire, and the right to bring derivative actions. The traditional equity design follows the equal rights of equal capital contribution. However, if the rights of shareholders are not weakened or strengthened in the case of dormant shareholders and dry shares, once it is clear that shareholders and dry share holders claim their complete shareholder rights according to the company law, it will not only harm the interests of actual investors. At the same time, it also pushed the company to a dangerous situation. In practice, this lawyer has met many times. For example, some dry shareholders demand the dissolution of the company and the distribution of surplus assets, some prominent shareholders demand the court to cancel the company change registration made by the industrial and commercial department, because the company has infringed their shareholders' rights, and some prominent shareholders demand the distribution of company dividends. -Wait. Therefore, in practice, it is necessary to restrain and clarify the rights of relevant shareholders in the form of articles of association and shareholder contracts. Only when the company is established, the corresponding shareholder rights design can effectively avoid future disputes. The weakening or strengthening of shareholders' rights is also suitable for the company to attract excellent technical, market and management talents into the company. It is a common practice for some foreign companies to grant certain rights to shareholders. Whatever the reason, it must be made clear in legal form, and articles of association or contract can be adopted; At the same time, we must grasp the precise design of various shareholders' rights, and the weakened rights must be completely weakened. The functions and powers of the shareholders' meeting and the board of directors and the design of voting methods are only outlined in the Company Law. The actual situation of each company varies widely. When designing the ownership structure, we should comprehensively consider the voting departments and voting procedures where some major decisions are made. Some closed companies require all shareholders to pass the right to vote when transferring shares to the outside world in order to maintain the integrity of the company. Some companies even have a voting ratio or time limit for their heirs to enter the company's decision-making management after the death of shareholders ... limited liability companies reflect capital and integrity. At the beginning of the company's establishment, investors should fully consider their own investment purpose, investment amount and investment proportion to the company, and make in-depth analysis and consideration of the ownership structure in combination with their own advantages, which will not only lay a solid foundation for the personal interests of shareholders, but also for the stable development of the company in the future. The design of the company's equity structure is a very meticulous and professional work. Lawyer Yu Zushun can design the equity structure model for different purposes of company establishment for you. Follow-up: Can you give an example? Answer: Simply put, the management system of a company will be influenced by many factors such as the company's business type and corporate governance structure. Among them, the corporate governance structure solves the entrustment relationship between ownership and management rights; That is, shareholders (investors) invest in the company, but the actual operators are often not shareholders, but entrust others to operate. Therefore, the first thing to be solved is to straighten out the entrustment relationship between shareholders and actual operators through certain institutional arrangements.