The separation of financial rights enables GP to obtain financing by recruiting LP through limited partnership, and at the same time, it can control the control of limited partnership. At the same time, it is convenient for GP to control the core company by holding the core company through limited partnership, so as to achieve the purpose of controlling the company with a small proportion of capital contribution.
In the design of equity incentive model, if employees are allowed to directly participate in the core company, the major shareholders will divide the money and divide the power; However, if employees are allowed to participate in the limited partnership as LP, and then indirectly participate in the core company, the major shareholders only share the money without decentralization.
Ant Financial Services is a typical case of limited partnership capital model: Ma Yun only invested/kloc-0 1.065438 billion yuan, and then controlled Ant Financial Services with a valuation exceeding one trillion yuan, and the capital interests of executives and investors were also highlighted.
In the first step, Ma Yun established Yun Bo Company, with 1 0,000% holding and registered capital of 1 0/10,000 yuan.
In the second step, Yun Bo Company, as GP, executives and investors as LP, respectively established two limited partnerships: Hanjun Partnership and Junao Partnership. Among them, Yun Bo Company contributed 0.47% and 0.04% respectively.
At this step, Ma Yun has taken control of two limited partnerships, namely Hanjun Partnership and Junao Partnership, through the GP status of Yun Bo Company.
In the third step, Hanjun Partnership and Junao Partnership participated in Ant Financial Services, holding 42.28% and 34. 15% respectively.
At this point, Ma Yun controlled Ant Financial by controlling two limited partnerships.
The Partnership Enterprise Law stipulates that a partnership enterprise is the subject of tax transparency, and it does not levy enterprise income tax, but directly levies individual income tax on its partners. In some places, the local government will also refund some personal income tax. For example, in Xinjiang, the return ratio is 60-80%.
Therefore, the limited partnership capital model has the advantage of tax avoidance to a certain extent.
For example, in the case of restoration:
If the capital model of holding company is adopted, the holding company will pay 25% corporate income tax first and 20% personal income tax for the rest. The comprehensive tax payment is 25%+(75%×20%)=40%.
If the limited partnership capital model is adopted, the partnership enterprise does not pay enterprise income tax, and the partners pay 20% personal income tax, and the comprehensive tax payment is 20%-the tax avoidance ratio reaches half.
If the partnership is located in Xinjiang and the financial return is 60%, then the actual tax payment is only 8%.
However, due to the differences in local policies and different understandings of the partnership enterprise law, the specific tax payment situation still needs to be analyzed in detail. █