Recently, I saw many people drying the food in the same restaurant in the circle of friends. When asked, they knew that they were eating the "Native Chicken" restaurant on the hot topic search list of Tik Tok-"Native Chicken Tour".
Speaking of hometown chicken, maybe many people in China haven't heard its name or tasted it.
However, according to the "Top 70 Fast Food Enterprises in China in 20 19" published by China Cuisine Association, Laoxiang Chicken has become the leader of Chinese fast food, second only to McDonald's, KFC and Burger King, serving more than 600 million people.
Speaking of this restaurant, the last time he was noticed by the industry was at the beginning of the outbreak. The news that Chairman Shu Congxuan tore up the employee's joint letter is enough to earn the attention of the people who eat melons.
However, if you carefully study the hometown chicken, you will find that behind this "quietly getting rich" enterprise, it is a management model that pays great attention to strategic design.
Today, I know, so I will "scratch" the shareholding structure system behind the hometown chicken with you.
Through public channels, the shareholding structure of Laoxiang Chicken is as follows:
Shu Xiaolong, the son of Shu Congxuan, the chairman of the board of directors, realized the control of Laoxiang Chicken through direct and indirect shareholding, and avoided the equity dispute with family members and investors, all of which benefited from the design of the shareholding platform of limited partnership.
So what is the limited partnership shareholding platform?
It refers to the establishment of a limited partnership or special purpose company with investors or motivated objects as the main members outside the main company.
Then use limited partnership or special purpose company to hold the equity of the main company, so as to realize the purpose of indirectly holding the equity of the main company by investors or motivated objects.
The establishment of equity platform makes the ownership of equity clear and can avoid equity disputes.
Taking Laoxiang Chicken as an example, Shu Xiaolong, the actual controller, not only holds 25% of the shares directly, but also indirectly holds the shares of Laoxiang Chicken through enterprises such as Hefei Fuyi Enterprise Management Co., Ltd..
What are the benefits of this model? Look down:
1. Advantages of limited partnership shareholding platform 1: Grasp control.
In order to control the company's shareholding platform, it must be achieved through the agreed ways such as the advantage of equity ratio, the number of appointed directors or the separation of decision-making power and dividend rights.
This requires the establishment of a general meeting of shareholders, a board of directors and a board of supervisors, and the definition of the terms of reference of the three meetings and the general manager, so as to ensure the effective operation and control of the shareholding platform, which is relatively more complicated.
In a limited partnership, the founding shareholders of the company perform partnership affairs and undertake management functions by serving as GP in the limited partnership, while LP is only an investor and does not participate in partnership management.
Putting the investor (or the object of equity incentive) on the limited partnership shareholding platform as LP, on the one hand, can play its capital value, on the other hand, because it does not directly hold the equity of the main company, it can not directly participate in the operation of the main company, that is, it can realize the control of the partnership by the founding shareholders.
Although Shu Xiaolong, the actual controller of Laoxiang Chicken, only holds 25% of the shares directly, he is the absolute controlling shareholder in Hefei Fuyuyi Enterprise Management Co., Ltd., the controlling shareholder of Laoxiang Chicken.
At the same time, it has 99% capital contribution share in Tianjin Tongchuang Enterprise Management Consulting Partnership (Limited Partnership) and Tianjin Yi Tong Enterprise Management Consulting Partnership (Limited Partnership), thus achieving the actual control position of Laoxiang Chicken.
2. Advantage 2 of the limited partnership shareholding platform: avoiding responsibility.
According to Article 2 of the Partnership Enterprise Law, in a limited partnership enterprise, the general partner shall bear unlimited joint and several liabilities for the debts of the partnership enterprise, and the limited partner shall be liable for the debts of the partnership enterprise to the extent of the capital contribution subscribed.
Therefore, while grasping the executive power of the partnership, GP should bear more responsibilities, regardless of its share in the partnership.
However, according to the provisions of Articles 39 and 92 of the Partnership Enterprise Law, there are only three situations in which partners bear unlimited joint liability:
(1) The partnership enterprise is unable to pay off its debts due;
(two) after the cancellation of the partnership, there are still debts during its existence;
(3) The partnership enterprise is declared bankrupt according to law and has outstanding debts.
Limited partnership only serves as a shareholding platform and does not carry out substantive economic business, which greatly reduces the generation of corporate debt. As long as the enterprise does not generate debt, it can avoid GP liability.
3. Advantage 3 of the limited partnership shareholding platform: enjoy tax incentives.
According to document No.84 of Guoshuihan [20065438+0] and the relevant provisions of the Regulations for the Implementation of the Enterprise Income Tax Law;
Dividends and bonuses obtained from the partnership's foreign investment are not incorporated into the partnership's income, but only personal income tax is paid, that is, the tax rate is 20%.
When individual investors pay dividends from the shareholding platform owned by the company, dividends, bonuses and other equity investment income are tax-free income, and there is no need to pay corporate income tax, and personal income tax is only calculated and paid at the rate of 20%.
Therefore, there is almost no difference in the tax saving effect between the two partnership platforms.
However, from the perspective of equity transfer, the current tax law stipulates that enterprise income tax is not levied on partnership enterprises, but directly levied on individual partners, and the five-level excess progressive tax rate of 5%-35% is applied according to the principle of "tax after tax first".
The income from the transfer of equity in a company-owned enterprise shall be paid by the company in advance, and individual shareholders shall pay personal income tax when they obtain after-tax profits.
Therefore, in the process of equity transfer, there is a problem of repeated taxation in the company-owned shareholding platform, and limited partnership has certain advantages. When establishing a limited partnership, we can also consider tax depressions such as Beijing, Shanghai, Xinjiang, Shenzhen Special Economic Zone and Qingdao High-tech Zone.
4. Advantages of the limited partnership shareholding platform 4: Flexible handling of the problem of excessive shareholders.
Take the main company in the form of limited liability as an example, its shareholders cannot exceed 50, but when a limited partnership is established as a shareholding platform, it only exists as one shareholder.
Therefore, when there are a large number of investors or incentive objects, you can choose to set up multiple limited partnership shareholding platforms.
It should also be noted that according to the provisions of the Partnership Enterprise Law, a limited partnership enterprise consists of more than two general partners and less than 50 limited partners.
Therefore, after penetrating the equity of the main company, the number of partners of the limited partnership and shareholders of the main company can still not exceed 50.
At the same time, however, the Partnership Enterprise Law also stipulates that "the partnership enterprise mentioned in this Law refers to the general partnership enterprise and limited partnership enterprise established in China by natural persons, legal persons and other organizations in accordance with this Law."
That is, the partners of limited partnership are not limited to natural persons, but also include legal persons and other organizations, which provides a legal basis for the continued nesting within limited partnership.
Conclusion: Compared with other shareholding platforms, the limited partnership shareholding platform is conducive to protecting the control right of the founding shareholders, reducing the tax burden, and rationally arranging the positions of investors and incentive objects, which can be first applied in the initial equity design and mid-term equity adjustment of the company.
[What] What do you think the equity model of Laoxiang Chicken has brought you?