在進行股權結構設計之前，我們需要先了解以下幾個概念，
濟南頂層架構設計公司認為可以借此清楚地認識股權結構不是簡單的持股比例的多少，而是以股東股權比例為基礎，通過對股東權利、股東會及董事會職權與表決程序等進行一系列調整后的股東權利結構體系。
Before designing the equity structure, we need to understand the following concepts. Jinan Top-level Architecture Design Company believes that it can clearly understand that the equity structure is not a simple shareholding ratio, but a series of adjusted shareholder rights structure system based on the shareholder's equity ratio, including the shareholder's rights, the powers and voting procedures of the shareholders' meeting and the board of directors.
控股股東
Controlling shareholder
法律層面的控股股東，是指其出資額占有限責任公司資本總額百分之五十以上或者其持有的股份占股份有限公司股本總額百分之五十以上的股東;出資額或者持有股份的比例雖然不足百分之五十，但依其出資額或者持有的股份所享有的表決權已足以對股東會、股東大會的決議產(chǎn)生重大影響的股東。
The controlling shareholder at the legal level refers to the 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 capital of a joint stock limited company; A shareholder whose capital contribution or shareholding ratio is less than 50%, but the voting rights enjoyed by his capital contribution or shareholding are sufficient to have a significant impact on the resolutions of the shareholders' meeting or shareholders' meeting.
股東權利
Shareholders' rights
股東權利主要包含以下內(nèi)容:
Shareholders' rights mainly include the following:
參與決策杈
Participation in decision-making
決策權是股東權的一項核心內(nèi)容，其依據(jù)是股東投入公司資本額，包括決定公司的經(jīng)營方針和投資計劃:選舉和更換非由職工代表擔任的董事，監(jiān)事，決定有關董事、監(jiān)事的報酬事項審議批準董事會的報告.
Decision-making power is a core content of shareholders' rights, which is based on the amount of capital invested by shareholders in the company, including determining the company's business policies and investment plans: electing and replacing directors and supervisors who are not employees' representatives, deciding on the remuneration of directors and supervisors, reviewing and approving the report of the board of directors
表決權
right to vote
股東表決權又稱股東議決權，是指股東基于股東地位享有的就股東會、股東大會的議案做出一定意思表示的權利，分為普通表決權和特別表決權，是股東權利的主要體現(xiàn)，也是和股利分配請求權一樣的股東核心權利。
The voting right of shareholders, also known as the voting right of shareholders, refers to the right of shareholders to make a certain expression of will on the proposals of the shareholders' meeting and the shareholders' meeting based on their status. It is divided into ordinary voting right and special voting right. It is the main embodiment of shareholders' rights, and is also the core right of shareholders as well as the right to dividend distribution.
選擇、監(jiān)督管理者權
The right to select and supervise managers
股東會是公司的權力機構，決定公司的重大事項，將經(jīng)營權授予董事會和董事會聘任的經(jīng)理，有權選擇、監(jiān)督、更換管理者。
The shareholders' meeting is the company's authority, which decides the major issues of the company, grants the management right to the board of directors and the managers appointed by the board of directors, and has the right to select, supervise and replace managers.
資產(chǎn)收益權
Asset usufruct
公司法定公積金累計額為公司注冊資本的百分之五十以上的，可不再提取。公司的法定公積金不足以彌補、上一年度公司虧損的，在依照前款規(guī)定提取法定公積金和法定公益金之前，應當先用當年利潤彌補虧損。
If the accumulated amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it may not be withdrawn. If the company's statutory reserve fund is insufficient to make up for the company's losses in the previous year, the profits of the current year shall be used to make up the losses before the statutory reserve fund and statutory public welfare fund are drawn in accordance with the provisions of the preceding paragraph.
知情權
right to know
有限責任公司按照股東的出資比例分配，股份有限公司按照股東持有的股份比例分配。因此，股東有獲得資產(chǎn)收益的權利。
A limited liability company shall distribute according to the proportion of capital contribution of its shareholders, and a joint stock limited company shall distribute according to the proportion of shares held by its shareholders. Therefore, shareholders have the right to obtain asset income.
優(yōu)先受讓和認購新股權
Preemptive transfer and subscription of new equity
股東持有的股份可以依法轉讓，經(jīng)股東同意轉讓的出資，在同等條件下，其他股東對該出資有優(yōu)先購買權;公司新增資本時，股東有權優(yōu)先按照實繳的出資比例認繳出資。
The shares held by shareholders can be transferred according to law, and other shareholders have the preemptive right to purchase the capital contribution agreed to be transferred by shareholders under the same conditions; When the company increases its capital, the shareholders have the right to subscribe for the capital contribution in accordance with the proportion of the paid-in capital contribution.
表決程序
Voting procedure
在不違背法律規(guī)定的前提下，公司可以根據(jù)自身實際情況，靈活設計表決形式和程序。
Without violating the provisions of the law, the company can flexibly design the voting form and procedures according to its actual situation.
That's all about the concepts related to equity structure. If you have any doubts or needs, please come to our website http://zhenzhush.com Consult and see!
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