What is the calculation of the shareholding structure of the target company and the amount of capita

Capital increase and share expansion refers to the company's raising of shares from the society, issuance, new shareholders' investment in shares, or the original shareholders increase investment to expand equity, thereby increasing the capital of the enterprise. For a limited liability company, capital increase and share expansion generally refers to the increase in the registered capital of the enterprise, and the increased part is subscribed by the new shareholders or jointly subscribed by the new shareholders and the old shareholders, so that the economic strength of the enterprise is enhanced, and the increased registered capital can be used to invest in necessary projects.

Method 1: Determine the shareholding structure first, and then calculate the amount to be invested by the capital increase party based on the value of the target company determined on the base date. It is usually used when control is a concern.

For example, shareholder A holds 80% of the shares, shareholder B holds 20% of the shares, and the registered capital is 10 million, and investor C is now introduced. The parties determined that July 20, 2016 would be the base date for the valuation of the capital increase, and the value of the target company would be determined to be 15 million based on the asset appraisal value on the base date.

After the capital increase, the shareholding ratio is: A-64%; b-16%；C-20%, find the amount of capital increase of C. (Part of the money invested in C goes into the registered capital; A portion goes into the capital reserve (capital premium) as an owner's equity and is enjoyed by all shareholders after the capital increase).

The registered capital after the capital increase is: 1000 (64%+16%)=12.5 million;

C funds to be invested: 1500 (64% + 16%) - 1500 = 3.75 million.

Method 2: Calculate the equity structure after the capital increase directly based on the value of the target company determined on the base date and the capital invested by the capital increaser. This method is rarely used in practice.

ABC calculates its respective shareholding ratios based on the appraised value of its net assets and the amount of the capital increase under Plan C as determined as the base date for the valuation of the capital increase, and the accounting method is as follows:

After the capital increase, C's equity ratio = 1500 (1500 + 500) = 25%.

After the capital increase, the equity ratio of A = 1500 * 80% (1500 + 500) = 60%.

After the capital increase, B's equity ratio = 1500 * 20% (1500 + 500) = 15%.

Registered capital of x after capital increase = 1000 (1-25%) =

That is to say, the registered capital is 10,000; It is included in the capital reserve (capital premium).

Legal analysis: For the calculation of the registered capital after the capital increase, the total registered capital amount and the proportion of each party can be determined by the evaluation agency according to the proportion of the shares of the original shareholders and the proportion of the new share capital in the total share capital. The specific details may be determined by the shareholders through negotiation or stipulated in the articles of association.

The company's capital increase shall be decided by the shareholders' meeting. The company's capital increase is usually carried out in accordance with the following procedures: first, the board of directors proposes a capital increase proposal, and then convenes and convenes a shareholders' meeting in accordance with legal procedures and votes on it.

The resolution of the shareholders' meeting to increase the registered capital of the company must be passed by the shareholders representing more than two-thirds of the voting rights (if the articles of association of the company have higher requirements, the articles of association shall prevail).

Investment (including capital increase) should be voluntary, and the majority shareholders should not force minority shareholders to increase their capital, so when making a capital increase resolution, it should be accompanied by a provision for the handling of those who do not agree to the capital increase, such as the shareholders who agree to the capital increase to subscribe for the capital increase share of the shareholders who do not agree to the capital increase. If this is the case, the company's shares will be recalculated according to the actual proportion of each shareholder's capital contribution, and the shares of the shareholders who have not increased their capital will be diluted. In addition, the shares of shareholders who are unwilling to increase the capital can also be acquired by shareholders who agree to the capital increase at a fair** (e.g. the company's net assets).

However, for shareholders who agree to increase the capital, if the shareholders' meeting makes a resolution to increase the registered capital in accordance with the provisions of the articles of association, they have the obligation to increase the capital, and the shareholders who do not perform the obligation of the capital increase shall bear the liability for breach of contract to the shareholders who have fully subscribed for the new capital.

Legal basis: Company Law of the People's Republic of China

Article 14 Shareholders shall receive dividends in accordance with the proportion of their paid-in capital contributions; When the company adds new capital in the company, the shareholders have the right to subscribe for the capital contribution in accordance with the proportion of the paid-in capital contribution. However, all shareholders agree not to distribute dividends in accordance with the proportion of capital contribution or do not subscribe for capital contribution in priority according to the proportion of capital contribution.

Article 178 When a limited liability company increases its registered capital, the capital contribution subscribed by the shareholders for the new capital shall be implemented in accordance with the relevant provisions of this Law on the payment of capital contributions for the establishment of a limited liability company. When the shares are issued to increase the registered capital, the shareholders subscribe for the new shares, and the relevant provisions of the payment of shares are implemented in accordance with the relevant provisions of this law.

How to calculate the equity ratio after the capital increase? There is no clear rule on how shares are to be determined, and it is up to the shareholders to negotiate on their own. To determine the equity ratio, the company's original shareholders' equity should be determined first, and then the shareholders' shares after the capital increase should be determined according to the original shareholders' equity and the amount of the capital increase.

Extended information: Equity is a comprehensive right of the shareholders of a limited liability company or a stock **** to the personal and property rights and interests of the company. That is, equity is the right of shareholders to obtain economic benefits from the company and participate in the operation and management of the company based on their shareholder qualifications.

Equity is the shareholder's investment share in the start-up company, that is, the equity ratio, the size of the equity ratio, which directly affects the shareholder's right to speak and control the company, and is also the basis for the shareholder's dividend ratio.

Equity is the rights of shareholders, and there are broad and narrow senses. Equity in a broad sense refers to the various rights that shareholders can claim against the company; Equity in the narrow sense only refers to the right of shareholders to obtain economic benefits from the company and participate in the operation and management of the company based on their shareholder qualifications.

Generally speaking, equity refers to the rights enjoyed by investors due to their investment in citizen partnerships and corporate legal persons.

When investing in a partnership, the shareholders bear unlimited liability; In the case of investment in a corporation, the shareholders bear limited liability. So although both are equity, there is still a difference between the two.

The content of equity to corporate investors mainly includes: shareholders have the right to bear civil liability only to the extent of the investment amount; Shareholders have the right to participate in the formulation and amendment of the articles of association of the legal person; Shareholders have the right to serve as the manager of the legal person or to decide on the person who is the manager of the legal person; Have the right to participate in the general meeting of shareholders and decide on major matters of the legal person; the right to receive dividends from corporate legal persons; Shareholders have the right to transfer equity in accordance with the law; There is a right to recover the remaining property after the termination of the legal person. These rights are derived from the rights enjoyed by shareholders when they invest in legal persons.

Except for the first item of the above-mentioned equity, the equity of investors in the partnership organization shall have exactly the same corresponding rights.

Equity and legal person property rights and partnership organization property rights are the ownership of investment property. The purpose of the investor's investment in the investee is to make profits, and it is to hand over the property to the investee for operation and bear civil liability, rather than giving the property to the investee. Therefore, the property rights of legal persons and the property rights of partnerships are rights of limited authorization.

The rights granted are the property rights of the investee, and if they are not granted, the rights that remain in their hands and the rights derived from them are equity. Both are incomplete ownership. The property rights of the investee mainly reflect the external form of ownership of investment property, while equity mainly represents the core content of ownership of investment property.

Hello, according to the proportion agreed in the articles of association, A40%, B60%A contributed 100W, shares accounted for 40%, B did not contribute, B is a technical labor shareholding, and the share ratio is 60%. If the articles of association state that "dividends will be distributed by the three major shareholders in proportion to their investment", A can get 40% of the dividends, and B can get 60% of the dividends.

B invested 60%, why can't it be distributed?

B has a stake in labor technology, and the proportion of shares is 60%, so B's investment ratio is 60%, right?

Sherry: Yes, it's just that what he's investing in isn't money but technology.

On the issue of equity transfer first, and then capital increase, what is the calculation of the capital increase?

Zhihu · 3 pcs.

1 person agreed.

The company's valuation is 500 million yuan, of which you account for 30% and the rest account for 70%.

Then, the valuation of the remaining 70% of the equity is 100 million yuan. After the capital increase and share expansion of your rock leasing bank, the 100 million will be diluted to 49%, so the total value after the capital increase is, on 2018-09-13 The copyright belongs to the author.