What does it mean for a company to be controlled? Holding is a very common means in the workplace. What everyone needs to know is that every business owner must understand the operation of equity and use equity to implement the partnership system. This is also necessary. Let's understand what it means for a company to be controlled.
What does the company holding mean? 1 Holding of a company means that the company becomes a subsidiary of other companies or the company's right to speak has changed, and whoever holds more shares may have the final say. The control at the equity level includes absolute holding and relative holding, in which absolute holding requires a shareholding ratio of 67%; The absolute shareholding ratio must reach at least 565,438+0%.
Holding means that a company controls a company by holding a certain number of shares. Institutions holding more than 50% of shares are enough to control the business activities of joint-stock companies. However, a low shareholding ratio does not necessarily mean that there is no right to speak, depending on the actual situation.
Companies include limited liability companies and joint stock companies. A joint stock limited company shall have two or more promoters but not more than 200 promoters, and the shareholders shall be liable to the company to the extent of their subscribed shares. The establishment and dissolution of a company have strict legal procedures and complicated procedures.
The legal characteristics of a joint stock limited company include stricter conditions for establishment; Have a strict internal organization; Equal shares; In a typical joint venture company, the company's credit is completely based on capital; A joint stock limited company is an enterprise legal person and independently bears civil liability according to law.
What does it mean to hold?
Holding refers to holding a certain number of shares to control the company's business.
A company that controls a company by holding a certain number of shares. Holding companies are divided into pure holding companies and mixed holding companies according to their holding methods. Pure holding companies do not directly engage in production and operation business, but only carry out capital operation by holding shares of other companies. Hybrid holding companies not only carry out capital operation through holding, but also engage in some production and operation businesses.
Institutions holding more than 50% of shares are enough to control the business activities of joint-stock companies.
Extended data:
Holding is divided into absolute holding and relative holding.
1, absolute holding
It means that the capital contribution of shareholders accounts for more than 50% of the total capital of a limited liability company or the shares they hold account for more than 50% of the total share capital of a joint stock limited company.
2. Relative holding
Relative holding means that in the total paid-in capital of an enterprise, although the proportion of paid-in capital (share capital) owned by the investor of an economic sector does not exceed 50%, according to the agreement, he has the actual control right of the enterprise (agreement holding); Or the proportion of investors that is relatively greater than any other economic component (relative holding).
What does it mean for a company to be controlled? 2. Controlling the company with the lowest capital contribution ratio is related to the limited cooperative enterprise.
Characteristics of limited partnership:
First, a limited partnership consists of a general partner and a limited partner. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be liable for the debts of the partnership to the extent of the capital contribution subscribed.
Second, a limited partnership enterprise is established by two or more partners and fifty or less partners; However, unless otherwise provided by law. A limited partnership enterprise shall have at least one general partner.
Third, the name of a limited partnership enterprise should be marked with the words "limited partnership".
Fourth, the general partner carries out the partnership affairs of the limited partnership enterprise. A limited partner shall not represent the limited partnership enterprise externally without performing partnership affairs.
Due to the above characteristics, limited partnership often acts as a platform enterprise and controls the company with the least proportion of capital contribution.
First of all, to set up a limited partnership, the natural person or legal person who wants to control the company is the general partner of the company, no matter how much he contributes. According to the provisions of the Partnership Law, the general partner performs the partnership affairs, so he naturally becomes the actual controller of the limited partnership.
Secondly, as a general partner, a natural person or legal person makes a decision to set up a limited liability company with a limited partnership as a shareholder, or shares in a company and holds most of the shares of the limited liability company. Since the affairs of the limited partnership are carried out by the general partner, the general partner can directly make decisions on behalf of the limited partnership, including controlling the limited liability company controlled by the limited partnership.
Finally, in order to avoid the unlimited liability of the general partner, you can also invest tens of thousands of dollars to set up a limited liability company, and then set up a limited partnership with this limited liability company as the general partner.
Through the above operation mode, this limited partnership enterprise has become a shareholding platform, and the natural person or legal person as the general partner controls this limited partnership enterprise, and then shares or newly establishes an absolutely controlled limited liability company with this shareholding platform, which is equivalent to the natural person or legal person of the general partner indirectly controlling a limited liability company with the least capital contribution and shareholding.
Special note: a partnership enterprise cannot set up a one-person limited liability company, and the newly established company can find another shareholder. We only let this shareholder hold 65,438+0%, and the limited partnership holds 99%.
What does it mean for a company to be controlled? 1. Can the holding company go public?
Holding companies can be listed, and they can be listed if they meet the listing conditions.
legal ground
Article 50 of the Securities Law stipulates that a joint stock limited company applying for stock listing shall meet the following conditions:
(a) approved by the the State Council securities regulatory authority for public offering.
(2) The total share capital of the company is not less than 30 million yuan.
(3) The publicly issued shares account for more than 25% of the total shares of the company; If the company's total share capital exceeds 400 million yuan, the proportion of publicly issued shares is more than 10%.
(4) The company has no major illegal acts in the last three years, and its financial and accounting reports have no false records.
Second, the difference between subsidiaries and holding subsidiaries
A subsidiary refers to a company whose shares are controlled by another company or actually controlled and dominated by another company according to an agreement. A subsidiary has the status of an independent legal person, owns all its own property, its own company name, articles of association and board of directors, conducts business activities and engages in various civil activities in its own name, and independently bears all consequences and responsibilities brought about by the company's actions. However, major decisions or major personnel arrangements involving the interests of the company still have to be decided by the parent company.
A holding subsidiary means that more than 50% of its capital contribution or shares are controlled by another company, but it does not reach 100%. According to the requirements of the relevant national laws, regulations and normative documents for the standardized operation and asset control of listed companies, the company, as the controlling shareholder or actual controller, exercises the power of supervision and management over the major matters of its holding subsidiaries, and enjoys the right of return on investment and the right of major decision-making on investment enterprises according to law. At the same time, it has the obligation to guide, supervise and provide related services to the holding subsidiaries.
3. What are the advantages and disadvantages of a wholly-owned subsidiary?
The advantage of acquiring or registering a wholly-owned subsidiary is that managers can completely control the daily business activities of the subsidiary in the target market and ensure that valuable intangible assets such as technology and technology remain in the subsidiary; At the same time, it can also reduce the opportunities for other competitors to gain a competitive advantage.
If the company wants to coordinate the activities of all its subsidiaries, the wholly-owned subsidiary will be a very good entry mode, which has complete control over the wholly-owned subsidiary and is more attractive to the company managers who pursue global strategy.
The disadvantage is that this method may cost a lot of money, and the company must raise funds internally or in the financial market to obtain funds. Then, because the establishment of a wholly-owned subsidiary needs to occupy a lot of resources of the company, the risk faced by the company may be higher.