Precautions for new shareholders to participate in shares
First, it should be determined whether new shareholders are prepared to participate in shares in cash or in kind or technology. In addition to cash, the value of physical objects or technologies should be determined through evaluation.
2. If the new entrants invest in cash, they can increase the registered capital of the original company or the original shareholders transfer part of their investment while keeping the original registered capital unchanged.
1 find out how many possessions the company has, that is, how much net assets it has, before you become a shareholder. If possible, please ask an accounting firm to audit it. Of course, it doesn't matter if the company is relatively small.
2 it is necessary to find out whether to increase registered capital or transfer equity.
3 if the registered capital is newly increased, it is necessary to complete the capital verification procedures and amend the articles of association, and then go through the formalities of change registration at the industrial and commercial bureau.
4 in case of equity transfer, the articles of association should be amended, and then the change registration formalities should be handled at the industrial and commercial bureau.
3. All shareholders of the original company make a resolution, agreeing not to accept the participation of new shareholders and in what way, and sign an equity change agreement and a shareholding agreement (including equity ratio and dividend plan, etc.).
iv. if the company's registered capital is increased, the company's assets should be evaluated first, and then the total assets added by the company's evaluated assets and newly invested funds should be used as the new registered capital, and the proportion of newly added shareholders should be determined according to the ratio of newly invested funds to the evaluated company's assets.
5. if the new shareholder accepts the investment of the original shareholder, the original shareholder should negotiate who is willing to transfer his investment. The original shareholders can either sell part of the investment to reduce the investment ratio, or sell all the investment out of the shareholders' meeting. These should be negotiated between the original shareholders.
VI. If the original shareholders agree that the new shareholders will use physical objects (instruments, equipment, etc.) or technologies to participate in the shares, they should also make an evaluation before operating according to the regulations.
VII. Registration process: First, you should go to the local industrial and commercial administration service hall to get the relevant forms, and then you should take the existing company's business license, tax registration certificate, organization code certificate, current legal person's ID card, shareholders' resolution, change registration form and all personal certificates, and it is estimated that you need proof of investment.
The relevant provisions of the Company Law are as follows:
Article 33: Shareholders shall receive dividends in proportion to their capital contribution. When the company increases its capital, the shareholders can subscribe for the capital contribution first.
article 34: after the company is registered, the shareholders shall not withdraw their capital contribution.
article 35: shareholders may transfer all or part of their capital contributions to each other. When a shareholder transfers his capital contribution to a person other than a shareholder, it must be agreed by more than half of all shareholders; Shareholders who do not agree to the transfer shall purchase the transferred capital contribution. If they do not purchase the transferred capital contribution, they shall be deemed to agree to the transfer. Under the same conditions, other shareholders have the preemptive right to the capital contribution transferred with the consent of shareholders.
article 36: after the shareholders transfer their capital contribution according to law, the company shall record the name and domicile of the transferee and the amount of capital contribution transferred in the register of shareholders.
article 24: shareholders may make capital contributions in cash or in kind, industrial property rights, non-patented technology and land use rights. The physical objects, industrial property rights, non-patented technologies or land use rights as capital contributions must be appraised and valued, and the property must be verified, and the valuation shall not be overestimated or underestimated. The evaluation and pricing of land use rights shall be handled in accordance with the provisions of laws and administrative regulations. The amount of capital contribution with industrial property rights and non-patented technology at a fixed price shall not exceed 2% of the registered capital of a limited liability company, unless the state has special provisions on the adoption of high-tech achievements.
article 25: shareholders shall pay their respective subscribed capital contributions in full as stipulated in the articles of association. Where shareholders make capital contributions in cash, they shall deposit their capital contributions in full into the temporary account opened by the limited liability company to be established in the bank; If the investment is made in kind, industrial property rights, non-patented technology or land use rights, the transfer procedures of its property rights shall be handled according to law. If a shareholder fails to pay the subscribed capital contribution in accordance with the provisions of the preceding paragraph, he shall be liable for breach of contract to the shareholder who has paid the capital contribution in full.
article 26: after all the capital contributions have been made by shareholders, the capital must be verified by a statutory capital verification institution and a certificate must be issued.
talk about the case of employee stock ownership plan
what is employee stock ownership plan
employee stock ownership plan is a joint-stock system in which employees hold shares or stocks of their own enterprises. In 195s, American economist Louis kelso believed that there were only two factors of production: capital and labor. With the development of modern market economy and science and technology, the contribution of capital input to output is increasing, but a few people with capital can get a lot of wealth, which will inevitably lead to the sharp concentration of capital and the rapid expansion of the gap between the rich and the poor, leading to serious unfair distribution and becoming a hidden danger affecting social stability and productivity development. For this reason, kelso proposed to establish a system that decentralizes property rights, enables employees to obtain productive resources, and realizes labor income and capital income to promote economic growth and social stability. Employee stock ownership plan is a scheme to achieve this goal.
in recent 4 years, the implementation of employee stock ownership plan in the United States has achieved great success. By 1998, there were more than 14, enterprises in the United States that implemented employee stock ownership, including more than 9% listed companies and top 5 enterprises in the world, with more than 3 million employees holding shares and total assets exceeding 4 billion US dollars. According to a special survey in the United States, compared with similar enterprises without employee stock ownership, enterprises with employee stock ownership have higher labor productivity by about 3%, higher profits by about 5% and higher employee income by 25-6%. At present, employee stock ownership has become an international trend. At the end of 199s, about 1,75 companies and 2 million employees in Britain participated in the employee stock ownership plan approved by the government. The shareholding ratio of employees in the French industrial sector exceeds 5%; Some enterprises in the financial industry have reached more than 9%. Germany regards the implementation of employee stock ownership as a basic system to attract employees to participate in management, retain talents and promote enterprise development. The vast majority of listed companies in Japan have implemented employee stock ownership. Even in Singapore, Thailand, Spain, and other developing countries, employee stock ownership is also very popular.
Types of employee stock ownership plans
Looking at the types of employee stock ownership plans, there are various forms, complicated contents and unique features. According to the purpose of employee stock ownership, it can be divided into welfare type, risk type and fund-raising type.
-welfare employee stock ownership. There are many forms, the purpose is to seek benefits for employees, attract and retain talents, and increase the cohesion of enterprises. It is to link the contribution of employees with the shares they own and gradually increase the stock accumulation of employees; And combine employee stock ownership with retirement plan to accumulate multiple sources of income for employees in the future. For example, combining the implementation of employee stock ownership with the social pension plan, employees take out part of their salary every month to buy a certain proportion of equity in the enterprise; Providing low-priced stocks to employees (mainly retired employees) and senior managers, implementing stock options, and sharing profits between enterprises and employees are also welfare employee stock ownership.
-risky employee stock ownership. Its direct purpose is to improve the efficiency of enterprises, especially the capital efficiency of enterprises. The difference between it and welfare employee stock ownership is that when enterprises implement risk employee stock ownership, employees can only get benefits if the efficiency of enterprises increases.
-fund-raising employee stock ownership. The purpose is to enable enterprises to concentrate on the funds needed for production and operation, technology development and project investment. It requires employees of enterprises to make a large amount of one-time investment, and the risks borne by employees and enterprises are relatively large.
Comparing various types of employee stock ownership, each has its own characteristics and advantages and disadvantages, which are mainly reflected in:
-Comparison of welfare, risk and fund-raising employee stock ownership. All three have the function of motivating employees. The difference is that welfare employee stock ownership focuses on combining employee stock ownership with pension and social insurance to increase employees' income, thus relieving employees' worries after retirement and motivating employees to work hard for the enterprise for a long time. The disadvantage is that it is easy for employees to have the idea of fixing welfare benefits, which is not conducive to giving full play to their due incentive role.
Risk-oriented employee stock ownership is mainly based on employees' capital contribution to purchase or pay reduction in exchange for enterprise shares, and it is stipulated that it cannot be transferred and cashed in for a long period of time to establish a mechanism of risk * * * and benefit * * *. But the risk is too large and the time is too long, which may make employees lose confidence in the expected income target.
the original intention of fund-raising employee stock ownership is that enterprises can alleviate the contradiction of insufficient funds through employee capital contribution and realize the combination of personal interests and enterprise development. It is widely used in small and medium-sized enterprises that lack funds and are difficult to solve through loans for a while. Before implementation, we should fully consider the risks and the endurance of employees.
-comparison of shareholding of several welfare employees. There are many specific ways, and there are also results of improving efficiency, but the purpose directivity is different.
the employee stock ownership plan is combined with the employee retirement plan, and the shares held by employees are provided by the enterprise at half price, which increases year by year according to the individual's contribution to the enterprise and the growth of the company's economic benefits. Different from other welfare plans, it can't be fulfilled within a certain period of time, and it doesn't guarantee to provide employees with some fixed income or welfare plan. Instead, it links employees' income with their stock investment in the company and the development of the enterprise. Therefore, it is conducive to promoting employees to work hard for a long time, but there are many uncertain factors that employees can get benefits.
other welfare shareholding, such as combining employee stock ownership with social pension plan, aims at enabling employees to get a considerable income to support their lives after retirement, thus relieving their worries. Only by relying on everyone's long-term hard work to promote the development of enterprises can it really get benefits in the future. Another example is the implementation of profit sharing, which distributes part of the company's net profit to the employees who hold shares, which is conducive to promoting employees to improve their work efficiency, reducing operating costs and creating more wealth for the company and themselves. As for the enterprise's implementation of option futures shares for senior technicians and managers, it is called "golden handcuffs" by employees, which is conducive to the company's retention of talents and urges employees to serve the company for a long time. But it hinders the rational allocation of talents in the whole society.
Management system of employee stock ownership plan:
1. Managed by a trustee independent of the enterprise
If an employee stock ownership trustee is established, it will be responsible for holding and managing the shares of enterprise employees. The organization is a legal entity independent of the company. Under normal circumstances, the custodian institution establishes an account for each employee and records the shares obtained from the company in the employee's account. When employees leave the company, the custodian institution is responsible for converting the shares into cash.
As the shareholding custodian is an independent enterprise and bears corresponding legal responsibilities, it manages the stocks held by employees, and has no interest relationship with the companies that issue stocks to employees, so the management and operation are relatively standardized.
2. Management by banks and other financial institutions
When an employee subscribes in the form of an individual, the company can gradually deduct it from his monthly salary within three years as the subscription amount of shares delivered by installments (which shall not exceed 5% of the social insurance premium paid by him in one year). When employees subscribe in a collective form, financial institutions such as banks manage the enterprise stock accounts and stocks held by employees in a unified way. Each employee has an account.
Because the bank is an independent enterprise with legal liabilities and has a set of strict and perfect management systems, it is conducive to standardizing management, preventing risks and promoting the company's development.
3. Internal institutions elected and established by all shareholders of the enterprise are managed
For example, there are shareholders' general meeting, board of directors, board of supervisors, management committee and social committee attended by all owners and employees to manage and supervise employee stock ownership. Major issues such as enterprise development planning, project investment, and even stock management and distribution are discussed and decided by the general meeting, specifically implemented by the board of supervisors, supervised by the management board, and the social Committee is responsible for safeguarding the rights and interests of employees in stock management and distribution.
Although this management system has high employee participation and high transparency in stock management and distribution, it lacks a unified legal basis and institutional guarantee, and its operation and management are not standardized.
4. Management by an organization composed of non-shareholders within the enterprise
Employee Stock Ownership Management Committee composed of non-executive directors who do not participate in the stock ownership plan manages employee stock ownership. The CMC has a series of management systems and operating procedures, and accepts the supervision of all the employees holding shares. According to the company's annual operating conditions, the distribution, dividend distribution, transfer and cashing of the shares held by employees are all operated by the management Committee. The income of CMC members is closely related to management effectiveness and the company's operating performance.
since the members of the employee stock ownership management Committee do not participate in stock ownership, the income from stocks or equity has no direct economic interest relationship with themselves, which reflects fairness to a certain extent. However, this self-management system also needs to be standardized and improved in operation and management.
The purpose of implementing the employee stock ownership plan
(1) Let employees share the risks of the company;
(2) let employees share the success of the company;
(3) Reward employees who have made continuous contributions to the company and encourage employees to create more value for shareholders;
(4) continuously attract talents, retain talents, and rationally use talents to enhance the core competitiveness of enterprises.
employee stock ownership plan and stock options
employee stock ownership plan is an internal property right system prevailing in foreign enterprises at present. It refers to a new form of internal equity of an enterprise in which employees subscribe for part of the company's equity, entrust a specialized agency (usually an employee stock ownership meeting) to centrally manage and operate, and participate in the shareholding dividend.
stock option refers to a long-term reward method that the owner of an enterprise can buy or reward an appropriate number of shares of the enterprise in a certain period of time when the business performance of the enterprise operator reaches certain requirements.
It is not difficult to see that the employee stock ownership plan is GSP, which is aimed at all employees of the enterprise; The stock option only encourages a few top managers of the enterprise.
For our enterprise, we are faced with a realistic choice. Who should hold the shares? Is it to motivate the few or the many? When the enthusiasm of a few people is mobilized, where does the enthusiasm of the majority come from? Are the majority who do not hold shares willing to work hard for the appreciation or dividends of the minority who hold shares? Will there be a new conflict of interest between the two classes because of holding shares?
in fact, employee stock ownership plan in successful enterprises is a category with wide connotation and extension. Employee stock ownership plan includes both GSP stock purchase plan (ESOP), stock options for top managers (ESSP), restricted shares, incentive shares and discretionary shares. Different employee stock ownership forms give different incentives to different objects.
Empirical investigation shows that the value of employee stock ownership plan is related to the proportion of employees holding shares and the proportion of employees holding shares.