What is the authority of a controlling stake in a company?

1.Equity ratio issues.

For the issue of setting the equity ratio of the enterprise, in order to avoid the deadlock in the operation of the company, a more reasonable equity ratio should be designed when setting up the company. At the beginning of the business, if there is only one ** east, you can set up a one-person limited liability company with 100% equity. If two or more shareholders form a limited liability company together, try to avoid 50% of the shareholding ratio of 2 people:

50%, 3 people try to avoid 33%: 33%: 34%.

For a company with more than 2 shareholders to have absolute control over the company, the shareholding ratio needs to exceed 2 3.

2.Equal rights or weighted voting rights.

Article 43 of the Company Law stipulates that shareholders shall exercise their voting rights in accordance with the proportion of their capital contributions at the shareholders' meeting; However, unless otherwise provided in the Articles of Association. Article 44 states:

Except as provided in this Law, the manner of deliberation and voting procedures of the shareholders' meeting shall be prescribed by the articles of association. 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.

It can be clearly seen that the Company Law entrusts the right to implement "equal rights with the same shares" or "different rights with the same shares" to the articles of association of the company, so when an enterprise establishes or increases its capital, it should consider the actual operation of the company and reasonably design the articles of association.

A controlling interest generally refers to the percentage of the company's total shares as a controlling stake of the company's shareholders. Generally, the minimum registered capital of a company is 100,000 yuan as the basic capital contribution! Then the investor's money is used as the proportion of capital contribution, and the capital contribution is greater than 50% of all the company's equity ratio as a major shareholder, with an actual controlling stake!

Everything in the company can be decided.

The acquisition of listed companies reflects the struggle for control of the company by different shareholders, that is, the acquirer seeks to obtain the control of the target company, and the "Opinions on the Code of Conduct for the Exercise of Equity by State-owned Shareholders" stipulates that the standard for defining whether to hold and the degree of holding is from the number of shareholding ratios is: absolute holding means that the lower limit of the shareholding ratio is more than 50%, and the relative holding refers to the lower limit of the holding ratio of more than 30%, and it is the largest shareholder, and other circumstances are not controlled.

Yes, with more than 50% of the shares, with a controlling stake comes the highest decision-making power.

Legal Analysis: Difference Between Control and Control:

1. Controlling the equity refers to the right to hold more than 50% of the company's shares or to hold the largest proportion of shares and affect the business activities of the enterprise although the shareholding ratio does not reach 50%.

2. Control refers to the power to own more than a certain proportion of the company's shares, or to exercise actual control over it through agreement. That is, it has the actual right to decide on all major matters of the company.

Having a controlling stake does not necessarily mean that you have control.

Legal basis: Company Law of the People's Republic of China Article 216 The meaning of the following terms in this Law: (1) Senior management refers to the manager, deputy manager, financial person in charge of the company, the secretary of the board of directors of the listed company and other personnel specified in the articles of association of the company.

2) The controlling shareholder refers to the shareholder whose capital contribution accounts for more than 50% of the total capital of the limited liability company or whose shares account for more than 50% of the total share capital of the company; Shareholders whose capital contribution or shareholding ratio is less than 50%, but whose voting rights are sufficient to have a significant impact on the resolutions of the shareholders' meeting or shareholders' general meeting according to the amount of their capital contribution or the shares they hold. (3) "Actual controller" refers to a person who is not a shareholder of the company, but is able to actually control the company's behavior through investment relations, agreements or other arrangements. (4) "Affiliation" refers to the relationship between the controlling shareholder, actual controller, director, supervisor and senior management of the company and the enterprise directly or indirectly controlled by the company, as well as other relationships that may lead to the transfer of the company's interests.

However, state-controlled enterprises are not only related to each other because they are also controlled by the state.

Legal analysis: (1) The controlling shareholder shall ensure that the social functions are separated and its non-operating assets are divested when the shares are restructured and reorganized, and non-operating institutions and welfare institutions and facilities are not allowed to enter the shares. (2) The controlling shareholder has a fiduciary duty to the shares **** and other shareholders.

The controlling shareholder shall exercise the rights of the investor in strict accordance with the law for the shares it holds, and the controlling shareholder shall not damage the legitimate rights and interests of the shares and other shareholders, and shall not use its special position to seek additional benefits. (3) The controlling shareholder shall strictly follow the conditions and procedures stipulated in the laws and regulations and the articles of association of the company for the nomination of candidates for directors and supervisors of the shares. (4) The controlling shareholder shall not perform any approval procedures for the resolution of the general meeting of shareholders and the resolution of the appointment of the board of directors; It is not allowed to go beyond the general meeting of shareholders and the board of directors to appoint and remove the senior management of the shares.

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

Article 20 The shareholders of the company shall abide by the laws, administrative regulations and the articles of association of the company, exercise their rights wisely in accordance with the law, and shall not abuse their rights to damage the interests of the company or other shareholders; The independent status of the company's legal person and the limited liability of shareholders shall not be abused to harm the interests of the company's creditors. Where a shareholder of a company abuses his rights as a shareholder and causes losses to the company or other shareholders, he shall be liable for compensation in accordance with law. Where a shareholder of a company abuses the independent status of the company's legal person and the limited liability of shareholders to evade debts and seriously harm the interests of the company's creditors, they shall be jointly and severally liable for the company's debts.

Article 21 The controlling shareholders, actual controllers, directors, supervisors and senior managers of the Company shall not use their affiliated relationships to harm the interests of the Company. If the company violates the provisions of the preceding paragraph and causes losses to the company, it shall bear the liability of Xiangzhou for compensation.

The rights of controlling shareholders include: the right to return on assets, the right to participate in major decision-making, and the right to exert significant influence on the resolutions of the shareholders' meeting or the general meeting of shareholders; the right to choose the manager; the right to be informed; and the right to bear the company's debts with limited liability. Article 3 of the Company Law of the People's Republic of China A company is an enterprise legal person, which has independent legal person property and enjoys the property rights of legal person.

The company is liable for the debts of the company with all its property. The shareholders of a limited liability company are liable to the company to the extent of their subscribed capital contributions; The shareholders of the shares are liable to the company to the extent of the shares they subscribe. Article 4 The shareholders of the company shall enjoy the rights of asset returns, participation in major decision-making and selection of managers in accordance with the law.

Article 216 The meaning of the following terms in this Law: (2) "Controlling shareholder" refers to a shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total share capital of the company; Although the amount of capital contribution or the proportion of shares held is less than 50%, the voting rights enjoyed by the amount of capital or shares held by them are sufficient to have a significant impact on the resolutions of the shareholders' meeting and the shareholders' meeting.