Crowdfunding can be roughly divided into physical crowdfunding and equity crowdfunding. The former is a typical intelligent hardware crowdfunding, which is very popular now. Crowdfunding is actually an advance payment for buying hardware. The relationship between investors and crowdfunding sponsors is actually just a buying and selling relationship, so the project process is relatively simple. The latter is a typical example of mushrooming crowdfunding cafes and angel investment. Crowdfunding is injected into the company as equity investment, and investors become crowdfunding shareholders and hold shares in the company. Therefore, equity crowdfunding inevitably involves the company's equity structure and corporate governance model, and the project process is also more complicated.
Equity crowdfunding, since it is an "open" fundraising, shows that the number of shareholders is very large. However, according to the company law, there are no more than 50 shareholders in a limited liability company and no more than 200 shareholders in an unlisted joint stock limited company. The legal restrictions on the number of shareholders in a company make it impossible for most shareholders to appear directly on the register of shareholders registered by the enterprise for industry and commerce. There are usually two solutions to this problem:
(1) Entrusted shareholding, or agent shareholding. A real-name shareholder signed a shareholding agreement with several or even dozens of anonymous crowdfunding shareholders to hold shares in crowdfunding companies on behalf of crowdfunding shareholders. The judicial interpretation of the Company Law promulgated by the Supreme People's Court has recognized the legitimacy of entrusted shareholding. In this mode, crowdfunding shareholders do not hold shares in person, but are held by a real-name shareholder, and only the identity of the real-name shareholder is reflected in the industrial and commercial registration.
(2) holding shares in the shareholding platform. For example, first build a shareholding platform, 50 crowdfunding shareholders as investors of this shareholding platform, and invest their funds in the shareholding platform; Then, the shareholding platform reinvests the money in the crowdfunding company, and the shareholding platform is the shareholder of the crowdfunding company. In this way, 50 crowdfunding shareholders are only one shareholder in the crowdfunding company, that is, the shareholding platform.
The shareholding platform can be a limited liability company or a limited partnership. Nowadays, many crowdfunding promoters tend to use limited partnership as a shareholding platform. Crowdfunding shareholders are limited partners and crowdfunding promoters are general partners. According to the partnership enterprise law, usually limited partners do not participate in management, and the general partners are responsible for management. In this way, crowdfunding promoters can manage and control the shareholding platform as their general partners, and then control the shares of the shareholding platform in crowdfunding companies, and actually control the investment and shares of crowdfunding shareholders.
The situation faced by crowdfunding shareholders is similar to that of listed companies to some extent: there are many shareholders, and they probably don't know each other. Most shareholders only want to enjoy the return on investment and don't care whether they participate in decision-making, so their control over the management of the company is seriously weakened. Therefore, equity crowdfunding companies also face moral hazard similar to listed companies, that is, how to ensure that some shareholders and their management will not infringe on the interests of the company and other shareholders. The development of the securities legal system for more than one hundred years is largely centered on how to supervise this moral hazard, such as information disclosure system and shareholder group litigation. However, equity crowdfunding companies have developed so rapidly that they have not had time to learn from these mature practices of listed companies, and moral hazard has followed, forming one pit after another.
Second, the pits of equity crowdfunding.
Pit 1: Shareholder status is not directly reflected.
For the entrusted shareholding model, the names of crowdfunding shareholders will not be reflected in the industrial and commercial registration, but only the names of real-name shareholders will be displayed. Although the law recognizes the legitimacy of entrusted shareholding, it also needs to prove that crowdfunding shareholders have entrusted real-name shareholders. This entrustment relationship is an internal agreement between crowdfunding shareholders and real-name shareholders. If there is no written document or other evidence to prove this agreement, crowdfunding companies and real-name companies will turn their faces and refuse to recognize the identity of crowdfunding shareholders. It is difficult for crowdfunding shareholders to justify that "I am a shareholder of this company" or "the shares under his name are actually mine".
For the shareholding platform model, there is a shareholding platform between crowdfunding shareholders and crowdfunding companies. The register of shareholders of crowdfunding companies only has a shareholding platform and no crowdfunding shareholders. Therefore, the relationship between crowdfunding shareholders and crowdfunding companies is very indirect, and their identities are relatively obscure, which can hardly have a direct impact on crowdfunding companies.
The full shareholding plan of many companies is actually a kind of equity crowdfunding. However, in some wholly-owned companies, such as Huawei, employees only hold a kind of so-called "virtual restricted shares", and they can get a certain proportion of dividends and the value-added part of the company's net assets corresponding to the virtual shares, but they have no ownership, voting rights and cannot be transferred or sold, let alone shareholder status.
Pit 2: Shareholders cannot participate in the operation of the company.
In many crowdfunding projects, although crowdfunding shareholders are shareholders of the company, it is almost difficult to exercise the rights of shareholders of the company, and it is basically impossible to attend the shareholders' meeting in person, participate in the shareholders' meeting and vote.
From the point of view of public-funded companies, if dozens of well-intentioned people attend every shareholders' meeting, it will cause great obstacles to coordination and decision-making. It will be very difficult to organize a shareholders' meeting attended by dozens or hundreds of people; Before the shareholders' meeting, it was difficult to reach an understanding because there were too many people talking. After the shareholders' meeting is finally organized, it will be difficult to pass any more than half of the votes due to the conflict of opinions. Therefore, crowdfunding shareholders all participate in decision-making, which will seriously weaken the efficiency of company decision-making. In practice, many coffee shops are already facing the dilemma of breaking up because of the confusion of decision-making power of "one person, one sentence".
However, if the rights of crowdfunding shareholders to participate in decision-making are not respected, it will be difficult to protect the interests of crowdfunding shareholders. It is not uncommon for crowdfunding companies to accept money from shareholders, not work for the company, run poorly, or take the company's assets for their own. Therefore, we may wish to refer to the practice of listed companies. Crowdfunding shareholders should at least ensure that they have the right to know about the operation of crowdfunding companies, and crowdfunding companies should also have very perfect third-party supervision mechanisms such as information disclosure, law and auditing. At the same time, if necessary, crowdfunding shareholders should also have the right to propose or even vote to remove the person in charge of the crowdfunding company.
Pit 3: Shareholders can't decide whether to pay dividends.
Crowdfunding shareholders participate in crowdfunding and are often interested in the profitability of crowdfunding companies. Why are you willing to participate in crowdfunding now? Real estate investment is no longer popular, and no one dares to enter the stock market. The yield of investment and wealth management products is not much higher than savings, and P2P loans often see news of running away with money. And equity crowdfunding, investment projects are tangible, and the rate of return will probably be more secure. Therefore, many people are willing to participate in equity crowdfunding and are very much looking forward to the company's dividends.
However, the company law does not stipulate that the company must pay dividends when it has distributable profits after tax. The profit distribution plan can only be distributed to shareholders after being voted by the shareholders' meeting. If the shareholders' meeting doesn't vote, or the shareholders' meeting doesn't consider this issue at all, then even if there is a lot of after-tax profits in the company's account, crowdfunding shareholders can only be insatiable and can't get it. Crowdfunding companies can push crowdfunding shareholders thousands of miles away in one sentence: "After-tax profits should be used for reinvestment in the company's long-term development". If the law does not stipulate mandatory dividends, then crowdfunding shareholders can only protect themselves. It is best to stipulate a compulsory dividend clause in the company's articles of association, that is, if there is distributable profit after tax, it must be distributed to crowdfunding shareholders on the designated date of each year.
Pit 4: The shareholding method is arbitrary.
The three pits mentioned above are still problems encountered in the relatively standardized operation of equity crowdfunding. At least crowdfunding companies and crowdfunding promoters have agreements and consultations with crowdfunding shareholders. In the reality of equity crowdfunding, the promoters and crowdfunding shareholders have close or distant relations of relatives and friends, and the operation is often very irregular [Source: www.cyonE.com.cn/]. For example, sometimes only one friend, Luo Zhang, said that he wanted equity crowdfunding, but he didn't see the project, the company or the documents. The crowdfunding money was paid to the sponsor's personal bank account. What is the nature of this money, no one can say clearly. Legally, it can be understood as in-kind crowdfunding. The sponsor intends to develop an intelligent hardware. The money everyone gave him was not shares in his company, but an advance payment. Even if the convener gives a product to crowdfunding shareholders, it is certain. It can also be understood as borrowing. Crowdfunding investors lend money to the sponsors, and then the sponsors pay back the money, with interest at most. However, crowdfunding investors are not shareholders of the company. No matter how high the company's valuation, how valuable the equity is and how high the dividend is, it has nothing to do with crowdfunding investors.
Crowdfunding shareholders must first find out what the investment money for the promoters is, and is it equity? If it is equity, have you signed a holding agreement/shareholding agreement? What does the voting right of shareholders say? Is the dividend guaranteed? Are these things clearly defined by legal documents? Only when it is standardized can it be slightly guaranteed.
The fifth pit: treat yourself as a venture capitalist.
Venture capital projects are generally characterized by high risks and high potential returns. Venture capitalists will invest in a large number of projects, most of which will fail. But as long as there are a few listed mergers and acquisitions, the return of successful investment can not only make up for the loss of investment failure, but also have a high surplus. However, equity crowdfunding itself is to lower the investment threshold, so most crowdfunding shareholders are ordinary people. On the one hand, it is impossible for crowdfunding investors to have funds to invest in a large number of projects, and the funds on hand are generally only enough to invest in one or two projects. If one or two projects fail, it is no blood and no coffin. On the other hand, venture capitalists generally have in-depth research on the industry and judge the commercial feasibility of the project relatively professionally, while ordinary people may listen to the advocacy of crowdfunding promoters and lack judgment ability, so the investment risk is high.
Therefore, when ordinary people participate in equity crowdfunding, they should never regard themselves as projects invested by venture capitalists. It is best in traditional industries, where income can be overdue and stable. It is best not to pursue high risks and high returns. Under this premise, we should carefully examine our investment projects and invest in industries or regions that we are familiar with. Finally, we can learn from the investment principle of venture capitalists that "investment is investment", and we must find a trustworthy crowdfunding sponsor or a crowdfunding platform with a perfect guarantee mechanism.