How to make equity distribution better, and what impact will it have on the company s future develop

1. Reserved equity pool: about 30%.

2. Major shareholders account for 57% or more, with absolute controlling stake.

Come to an end! Come to an end!

The method of equity distribution of the company is: (1) Shareholding ratio, the shareholding ratio is directly calculated according to the proportion of the capital contribution subscribed by each shareholder to the registered capital, and once the amount of subscription and the amount of registered capital is determined, the shareholding ratio is naturally determined. (2) Dividend ratio, which refers to the proportion that each shareholder can enjoy when distributing after-tax profits to calculate the amount of dividends.

1.Article 34 of the Company Law stipulates that shareholders shall receive dividends in accordance with the proportion of their paid-in capital contributions; When the company adds new capital, shareholders have the right to subscribe for capital contributions in accordance with the proportion of paid-in capital contributions. 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.

2.Paragraph 4 of Article 166 of the Company Law stipulates that the after-tax profits remaining after the company has made up the losses and withdrawn the provident fund, and the shares shall be distributed according to the proportion of shares held by the shareholders, except for those that are not distributed according to the proportion of shares held by the company. (3) Proportion of voting rights, which refers to the proportion of voting rights to all voting rights when the company votes on major matters.

1.Article 42 of the Company Law stipulates that shareholders shall exercise their voting rights in accordance with the proportion of their capital contributions at the general meeting of shareholders. However, unless otherwise provided in the Articles of Association.

2.Paragraph 1 of Article 103 of the Company Law stipulates that shareholders attending the general meeting of shareholders shall have one vote for each share they hold. However, the shares of the Company held by the Company do not have voting rights.

4) The proportion of distribution of residual property, which refers to the proportion of residual property that should be distributed by shareholders when the shareholders distribute the remaining assets after the liquidation of the company.

Article 115 of the Company Law A company shall not provide loans to directors, supervisors or senior management directly or through its subsidiaries. Article 14 The company may set up a branch. To establish a branch, it is necessary to apply for registration with the company registration authority and obtain a business license.

A branch office does not have legal personality, and its civil liability is borne by the company. The company may set up a subsidiary, which has the status of a legal person and is independent and bears civil liability in accordance with the law.

Legal Analysis Radicals: Founders Must Have Control; Employees and shareholders must be motivated internally; Equity incentives should be implemented at the best time for the company's invention exhibition; Retain a part of the equity to attract outstanding talents or investors to join; Usually strengthen equity learning, and the situation of each company is different. Don't be rigid and maximize equity value (lead reputation attracts partners, financing and talent).

Legal basis: Article 43 of the Company Law of the People's Republic of China The deliberations and voting procedures of the shareholders' meeting shall be stipulated in the articles of association of the company, except as provided in this Law. Resolutions made at the shareholders' meeting to amend the articles of association, increase or decrease the registered capital, as well as resolutions on the merger, division, dissolution or change of the form of the company, must be passed by shareholders representing more than two-thirds of the voting rights.

The company's equity distribution can be determined according to the proportion of shareholders' capital contributions, and the company's equity distribution ratio is distributed according to the shares held. The equity ratio of the limited liability company can also be determined through negotiation between the first party, and the company's equity distribution ratio is distributed according to the shares held, how much is shared, how much is the proportion, and the more shares, the higher the proportion. The equity ratio of a listed company can also be continuously improved through acquisition, and can even reach the controlling equity ratio, but if the equity is increased through acquisition, the law provides otherwise, the acquisition reaches 3%, and the acquisition reaches 30%, the equity announcement of other shareholders is not determined according to the shareholding shareholding.

Company Law of the People's Republic of China.

Article 71.

The shareholders of a limited liability company may transfer all or part of their equity to each other.

The transfer of equity by a shareholder to a person other than the shareholder shall be subject to the consent of more than half of the other shareholders. Shareholders shall notify other shareholders in writing to solicit consent for their equity transfer, and if other shareholders do not reply within 30 days from the date of receipt of the written notice, they shall be deemed to have agreed to the transfer. If more than half of the other shareholders do not agree to the transfer, the shareholders who do not agree shall purchase the transferred equity; If you do not purchase it, you will be deemed to have agreed to the transfer.

For the equity transferred with the consent of the shareholders, under the same conditions, other shareholders have the right of first refusal. If two or more shareholders claim to exercise the right of first refusal, they shall negotiate to determine their respective purchase ratios; If the negotiation fails, the right of first refusal shall be exercised in accordance with the proportion of their respective capital contributions at the time of transfer.

Articles of Association. Where there are other provisions on equity transfer, such provisions shall prevail.

The amount of shares held by the company depends on the proportion of capital contribution, and of course, the shareholders of a limited liability company can also make different agreements. In the case that the amount of equity directly determines the control of the company, the right to dividends, etc., the amount of shareholding comes from the ability to contribute capital on the one hand, and on the other hand, the amount of shareholding can obtain as much control as possible or reduce the adverse impact of the controlling shareholder.

Among them, the shareholding ratio reaches more than 67%, which can control the company; More than 10% can file an extraordinary shareholders' meeting; 50% has significant influence, and listed companies have specific regulations, and listed companies holding 5% of the shares belong to influential major shareholders.

Specifically, it is also necessary to look at the distribution of the company's equity, and pay attention to whether there is a concerted action agreement.

For more information, please contact the law firm.

Beijing Tongchuang (Jinan) Law Firm.

**0531-88202699

The idea is ideal, but the reality is realistic.

In my experience, the wisest thing to do is that equity can never compare to wages and immediate income, and expecting to retain employees with tangible equity is either too idealistic, or you really don't want to spend money on talent, at least you don't want to spend your own money until you make money.

1. If you can set up a company to enter normal operation and make profits in the short term, don't think too much about equity, and consider how to give key members an attractive performance salary system is true, otherwise, you still can't keep people;

2. If you are not sure that the newly established company will quickly enter a normal profitable state, then there are only two ways to go, one is to be willing to invest funds, and the other is to be established prudently, unless you have enough financial strength, otherwise you can only expect the pie in the sky to take a big order overnight and make a lot of money to make the company enter a profitable state.

Therefore, looking at Chinese enterprises, there are any successful enterprises that are successful because of the reasonable distribution of original equity. Looking at the successful companies and their founders, basically there are only "the one who is currently in power" at the senior level, and there are only two left. Think about it, why?

Therefore, it is not important whether the equity distribution is reasonable or not, the key is strength. When you don't have the strength, you only think about equity, and at this time, you are subconsciously worried about not succeeding, so be cautious.