What are the advantages and disadvantages of holding shares? In the ownership structure of some enterprises, there is a company form, which only exists as the controlling shareholder of some main companies and has no actual business. The controlling shareholder is a limited company. So do you know the advantages and disadvantages of holding shares?
What are the advantages and disadvantages of holding? 1 What are the advantages and disadvantages of individual shareholders holding shares?
(1) During the restructuring and reorganization of a joint stock limited company, the controlling shareholder shall ensure that social functions are separated and non-operating assets are stripped, and non-operating institutions, welfare institutions and their facilities are not allowed to enter the joint stock limited company.
(2) The controlling shareholder has a fiduciary duty to the joint stock limited company and other shareholders. The controlling shareholder shall exercise the investor's rights over the joint stock limited company under his control in strict accordance with the law. The controlling shareholder shall not harm the legitimate rights and interests of the joint stock limited company and other shareholders, and shall not use its special position to seek additional benefits.
(3) When nominating candidates for directors and supervisors of a joint stock limited company, the controlling shareholder shall strictly follow the conditions and procedures stipulated in laws, regulations and the articles of association.
(4) The controlling shareholder shall not go through any examination and approval procedures for the personnel election resolution of the shareholders' meeting and the personnel appointment resolution of the board of directors; The appointment and removal of senior management personnel of a joint stock limited company shall not exceed the scope of the shareholders' meeting or the board of directors.
(5) Major decisions of a joint stock limited company shall be made by the shareholders' meeting and the board of directors according to law. The controlling shareholder shall not directly or indirectly interfere with the company's decision-making and production and operation activities in accordance with the law, and damage the rights and interests of the company and other shareholders.
(6) The controlling shareholder and the joint stock limited company shall separate personnel, assets, finance, institutions and businesses, conduct independent accounting and bear responsibilities and risks independently.
In the actual operation of the company, there are a lot of related relationships, some of which are not standardized, which harms the interests of the company and other shareholders. The so-called related relationship refers to the relationship between the controlling shareholder, actual controller, directors, supervisors and senior managers of the company and the enterprises directly or indirectly controlled by them, as well as other relationships that may lead to the transfer of the company's interests. However, state-controlled enterprises are not related only because they are controlled by the state.
The controlling shareholder, actual controller, directors, supervisors and senior managers of the company shall not use their relationship to harm the interests of the company. Anyone who violates these regulations and causes losses to the company shall be liable for compensation.
Therefore, the behavior of controlling shareholders and actual controllers must be regulated according to law. For example, the guarantee provided by a company to its shareholders (including controlling shareholders) or actual controllers must be decided by the shareholders' meeting. In this case, the shareholders controlled by the actual controller or shareholders shall not participate in the voting. The voting shall be passed by more than half of the voting rights held by other shareholders present at the meeting.
What are the advantages and disadvantages of holding? 2. Benefits of establishing an investment holding company.
1. Strengthening the control of major shareholders Usually, if an entity company has several shareholders, especially when the proportion of shares is almost the same, it is usually difficult to coordinate. Because different shareholders have their own positions and interests, the more shareholders, the more complicated the game relationship, and it is difficult to unify opinions. The establishment of a holding company is conducive to the coordination among shareholders.
At the same time, most shareholders of private enterprises are family members. When there are differences, all problems are solved in the holding company, and external voices are always retained. This can not only maintain the stability of the ownership structure, but also ensure the control of the company by the major shareholders. For major companies, it is beneficial not to be adversely affected by differences of opinion at the decision-making level.
2. It is beneficial for enterprises to develop other businesses. Holding company is a good platform for the company to develop other businesses. The proceeds can be reinvested not only in major companies, but also in other industries and companies that lay the foundation for diversified development. For most enterprises with diversified intentions, the advantage of establishing an investment holding company is the most important.
3. From the tax point of view, after the establishment of the holding company, the dividend income obtained from the main company does not need to pay enterprise income tax. This part of income can be directly used for investment or consumption. For example, if a natural person directly holds shares, his dividend income must be deducted before it can be used for other purposes.
4. It is beneficial to do great things with small money. As long as you control 5 1% of the shares of the entity company, you are the controlling shareholder. Of course, if you directly invest in this entity company, you have to pay 5 1% of the money. However, if many friends and investors are willing to join your company, by designing a multi-layer holding relationship and taking the form of a holding company as a shareholder of an entity company, your capital ratio will be smaller, but you can still control this company.
Disadvantages of establishing investment holding company
1, the brand effect is brilliant and lost. The good development of the group company is the result of the stable operation and long-term development of all departments. If the whole group cannot coordinate and cooperate, the whole group will suffer losses.
2. In terms of management, the management of setting up an investment holding company will be more complicated and the management structure will be more difficult to build. Comparatively speaking, the management of a single company may be simpler and more effective.
3. Financial Risks Those who set up investment holding companies for the purpose of financing often quietly evade the supervision of financial institutions. Once the capital chain is tight and the problem is exposed, they intervene in minutes.
What are the advantages and disadvantages of holding? 3. The role and advantages and disadvantages of the holding company in the equity layout.
1. Concentration of shares improves control over the company, which is conducive to making small money and doing big things.
As shown in the above figure, shareholder 1 has only 38.5% ownership of the main company, but has achieved more than 50% control over the main company. If direct investment in the main company realizes holding, it needs to invest more than 38.5%. However, if you have social resources and friends who are willing to join your company, you can design a multi-layer holding relationship and be a shareholder of the main company in the form of a holding company. Although your investment ratio is small,
To put it simply, through the design of holding companies, dispersing some shareholders into different levels of holding companies is beneficial to the decision-making of actual controllers, such as putting the founding shareholders in a holding company, putting some friends and individual investors in a non-holding company, and then forming a holding company to control the main company. Through the design of three-layer holding relationship, each layer only controls 5 1% equity, so you only need to pay 65438+.
2. Conducive to tax saving and new business development.
By setting up a holding company, the dividend income obtained from the main company does not need to pay enterprise income tax, and can be directly used for investment or consumption. For example, if a natural person directly holds shares, the dividend income must be deducted from personal income tax before it can be used for other purposes. Through holding company, we can not only reinvest in the main company, but also invest in other industries, laying the foundation for diversified development.
What is the difference between tax saving and new business investment on the left and right sides of the above picture? If the equity layout on the left is adopted, the natural person M is prepared to set up Company B with the undistributed profit of Company A of 6,543,800,000. Without considering the company's provident fund, Company A pays 25% corporate income tax of 2.5 million yuan first, then 20% personal income tax of 6.5438+0.5 million yuan, and finally only 6 million yuan is invested in Company B.. What if the equity layout on the right is adopted? Can be exempted from personal income tax, and finally 7.5 million invested in company B.
3. It is beneficial to the optimal allocation of resources.
For example, a company with a patented technology may have multiple applications or multiple products in different fields. At this time, you need a holding company to cooperate with different investors or professionals in different fields to realize the universal application of this technology and produce the greatest possible benefits.
4. Simplify decision-making process and improve decision-making efficiency.
Usually, if an entity company has several shareholders, especially when the proportion of shares is almost the same, it is often difficult to coordinate, because different shareholders have their own positions and interests. The more shareholders, the more complicated the game relationship, and it is quite difficult to unify opinions. The establishment of a holding company is conducive to the coordination among shareholders.
Especially for joint-stock companies (planned IPO or IPO), the decision-making process can be greatly simplified without waiting for the shareholders' meeting to make a decision. Because natural person shareholders are placed at the level of holding company, when making major decisions in the joint-stock company, different opinions can be excluded through legal procedures at the level of holding company first, which is convenient for the joint-stock company to make major decisions.
For example, in meetings such as restructuring and IPO, if the shareholders holding small shares of the holding company disagree, then the definition of the decision-making authority of the limited company at the level of the holding company by the company law can form a final decision and ensure the continuation of major issues of the joint-stock company. On the other hand, at the level of joint-stock companies, even if a minority shareholder does not agree to sign on major issues such as restructuring and IPO, the progress of the matter will be suspended in actual operation and can only continue after their demands are resolved.
5. It is convenient for equity management.
At the level of holding company, it is more convenient to adjust equity and absorb capital. For example, in the case of equity incentive, when adjusting the management shares, we should not only consider whether the adjustment object agrees, but also consider the adjusted price, and the controlling shareholder has no preemptive right. If it is placed in a holding company, the constraints will be smaller.
Although adopting the holding company structure brings some benefits to the company, there are also some shortcomings, such as the increase of tax on equity transfer; The freedom of individual shareholders to buy and sell shares for consumption is reduced; Dividends, the income from buying and selling shares can only reach the actual controller through dividends from the holding company, which takes a long time; Setting up a holding company means increasing management costs. Therefore, the company should flexibly respond to the company's strategy and business development model when designing the equity layout.