On the issue of investment cooperation model, methodology and profit distribution

Financing and cooperation are two different concepts.

If the investor has a loan relationship with you, the project or company is operated by you, and the investor does not care about anything else, so the investor does not have to distribute profits, you only need to pay the investor the interest you agreed, but the interest should not exceed 4 times the bank interest, otherwise it will not be protected by law.

If the investor and you are in a cooperative relationship, then the benefits are shared, the risks are shared, and how to share and share depends on your agreement.

It depends on your agreement, if you want to do things together, you can consider the way you contribute and the foreign party contributes.

Under the Company Law, shareholders are not allowed to make capital contributions with labor services (the general partner of a partnership can make capital contributions with labor services, but foreign investors cannot establish a foreign-funded partnership yet). In your case, you can agree with the shareholders that at the time of establishment, the foreign party will contribute capital, but in your name, you will be given a certain percentage of equity; After establishment, you will be given a certain equity reward according to your performance, such as how much equity will be transferred to you when you achieve a certain performance.

Otherwise, the industrial and commercial registration only recognizes the investor, and when the company is established, there must be a capital verification report. If you are not a shareholder on the business register, then you are just a manager (employment relationship) and you can ask the company to pay you, but you do not bear the risk of the company, and you have no right to distribute the company's distributable profits.

The joint venture company is a shareholder, and its legal representative is appointed by the shareholder, or if you are not a shareholder, you can also be appointed by a foreign party to become the legal representative.

Profit distribution refers to the distribution of the net profit realized by an enterprise between enterprises and investors in accordance with the distribution form and distribution order stipulated by the state financial system. The process and result of profit distribution is an important issue related to whether the legitimate rights and interests of the owners can be protected and whether the enterprise can develop in a long-term and stable manner. The main body of enterprise profit distribution is investors and enterprises, and the object of profit distribution is the net profit realized by enterprises; The time of profit distribution, that is, the time when the profit distribution is confirmed, is the time when the profit distribution obligation occurs and the time when the enterprise makes a decision to distribute profits from the inside out.

Company Law of the People's Republic of China

Article 166.

When the company distributes the after-tax profits of the current year, it shall withdraw 10% of the profits and include them in the company's statutory reserve fund. The cumulative amount of the company's statutory provident fund is more than 50% of the company's registered capital, and it can no longer be withdrawn.

If the company's statutory reserve fund is insufficient to make up for the losses of previous years, it shall first use the profits of the current year to make up for the losses before withdrawing the statutory reserve funds in accordance with the provisions of the preceding paragraph.

After the company withdraws the statutory provident fund from the after-tax profits, it can also withdraw any reserve fund from the after-tax profits by resolution of the shareholders' meeting or the general meeting of shareholders.

The profits of a partnership shall be distributed by the partners through negotiation, and if the negotiation fails or there is no agreement, the profits shall be distributed in accordance with the proportion of the assets paid. The Civil Code stipulates that the distribution of profits and losses of a partnership shall be handled in accordance with the provisions of the partnership contract; If there is no agreement in the partnership contract or the agreement is not clear, the partners shall decide through consultation.

Article 16 of the Company Law stipulates that when a company distributes the after-tax profits of the current year, it shall withdraw 10% of the profits and include them in the company's statutory provident fund. If the cumulative amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it can no longer be withdrawn. If the company's statutory reserve fund is insufficient to make up for the losses of previous years, it shall first use the profits of the current year to make up for the losses before withdrawing the statutory reserve funds in accordance with the provisions of the preceding paragraph.

After the company withdraws the statutory reserve fund from the after-tax profits, it can also withdraw any reserve fund from the after-tax profits by resolution of the shareholders' meeting or the general meeting of shareholders. The after-tax profits remaining after the company makes up the losses and withdraws the provident fund, and the limited liability company shall distribute them in accordance with the provisions of Article 34 of this Law; Shares**** shall be distributed in proportion to the shares held by the shareholders of LNA, except for those that are not distributed in proportion to the shares held by the Articles of Association of the Company of the Share Limited. If the shareholders' meeting, the general meeting of shareholders or the board of directors violates the provisions of the preceding paragraph by distributing profits to shareholders before the company makes up for losses and withdraws the statutory reserve fund, the shareholders must return the profits distributed in violation of the provisions to the company.

Shares of the Company held by the Company shall not be subject to distribution of profits.

Whether it is reasonable or unreasonable depends on where you stand and look at it. First of all, what is the relationship between Party A and Party B? If we look at it from the perspective of a relationship of complete interests, this model is unreasonable.

First of all, the capital is 50 for both parties A and B, and because Party A does not participate in the management of the store, Party A gets a profit share of 45. Because Party B operates the store, it pays more than Party A. So got a split of 55.

There are three ways to run this store:

First: Party A and Party B each get 50% of the profit, but Party A pays Party B a salary (the same is the same for the management fee) every month, and the specific amount can be negotiated by both parties according to local economic conditions.

Second: because Party B pays more than Party A, the profit share can be more than Party A. (This can be determined according to the operation of the store.)

But this article is not very supportive, because when the business of the store is better, the profit difference generated by this will be larger. ）

Thirdly, both parties can hire professionals to operate the store. The hired personnel are then paid.

The above complaint is from the perspective of Party A. Of course, if you are Party B, this contract will not hurt you. If the relationship between Party A and Party B is very good, then there is no way to say, how much the relationship is worth It's not sure so you can refer to it. ）

Pure hand-played. Welcome.

The two of them jointly opened a milk powder store with 50% of the equity, jointly managed, and the milk powder order was returned by 10%, how to distribute dividends in this case.

1. General way:

Shareholders involved in the operation and management are given monthly wages (referring to the basic salary alone), and the profits are distributed according to the proportion of capital contributions.

That is, you and your friends who are involved in the business get a basic salary every month (you discuss how much the basic salary is), and then the profits are divided in three equal parts.

2. Management Unit:

Let's say your profit distribution is 33% per person. Since you and one of you are involved in the management, then each of you should own 40% of the shares, and those who are not involved in the operation should be 20%. (Approximate proportion, you will be able to negotiate and settle the matter).

In principle, the distribution of income shall refer to the proportion of capital contribution.

As for the salary, according to the individual's contribution in this project, do more and get more.

If you must take your salary according to the identity of the investor, then I advise you to break up this business. Because cooperation is bound to go wrong.

Suggestion: Since A has the ability to be responsible for the operation of the sedan town, BC should know how to delegate power, and give A a satisfactory salary and bonus (the same as other employees), but A can be required to report to BC in detail about the financial inflow and outflow, monthly, or quarterly.

As for the year-end income distribution, it is very simple, and the income is evenly distributed except for all costs (including A's salary).

Hope it helps.

In short, investors need to pay attention to income and financial transparency, and other things should be better for the travel operators to understand.