Shareholding platform is an operation mode adopted by companies to implement equity incentive, that is, to build a limited partnership or corporate enterprise outside the parent company, so as to achieve the purpose of indirectly holding the equity of the parent company by the incentive object. In the employee stock ownership platform, individual employees cannot directly hold shares in the parent company, but indirectly hold shares through the stock ownership platform. As a shareholding platform, the shareholding employees must be formal employees of the enterprise. The shares held by employees of this platform cannot be inherited and transferred. If an employee resigns or is dismissed by the company in violation of the company's rules and regulations, all his shares must be recovered to the shareholding platform and redistributed to the newly motivated employees.
Type of shareholding platform
At present, in the existing market environment, the modes of shareholding platform mainly include legal person shareholding platform and limited partnership shareholding platform.
Company-based employee stock ownership platform, the sole purpose of establishing this company is to acquire the equity of the parent company, and then realize the indirect holding of the equity of the parent company by employees. However, the company-owned shareholding platform is characterized by high taxes. Except for some special benefits and tax planning, the company-owned shareholding platform itself has to pay 25% corporate income tax, while individual employees have to pay 20% personal income tax if they want to distribute profits from the shareholding platform, so this involves the problem of double taxation.
Limited partnership employee stock ownership platform, limited partnership partners are divided into general partner GP and limited partner LP. General partners carry out business and undertake management functions, generally as executive partners, while limited partners do not participate in enterprise management, but only enjoy dividends as incentive objects.
What problems should we pay attention to?
The LP (general partner) of the shareholding platform in the form of limited partnership is usually held by the founder of the company, and LP is jointly and severally liable for the debts of the enterprise. If your partnership is just a platform for employees to hold shares and does not carry out any business, there is no risk for the general partner, otherwise you will have to invest in some projects. If you want to avoid risks, then register a limited liability company and use this limited liability company as the GP of the limited partnership.
In a growing startup, the founder must have control. The right to vote should be concentrated in the hands of the founder, whose legal representative is generally the founder, and the voting rights of employees as shareholders are also entrusted to the founder.
The employee stock ownership platform must be accessed by shareholders and partners. If employees quit the platform, their shares can be held by the major shareholders, and then transferred to the new incentive object as the original employees of the platform, and their shares can be held by the major shareholders and then transferred to the new incentive object. As the original employees of the platform, they should give up the preemptive right to this part of the equity share, which should also be specially agreed when establishing the articles of association and agreement.
When an enterprise is ready to build a shareholding platform, the premise for a person to own equity is that he is an employee of the company, and he must raise funds from the specific object of employees within the company. It may be wrong to use the word fund-raising, but we should also guard against the risk of illegal fund-raising as a shareholding platform, and employees should transfer the shares held on the platform to other new shareholders. It just can't be said that anyone who wants to buy shares in the company can recruit him into the company. This does not comply with the provisions on specific targets in illegal fund-raising. If you buy your equity from an unspecified object, once the number of people is relatively large and the amount is relatively large, it is a risk for the enterprise.
The transfer price of the shareholding platform and the share transfer price stipulate that the employee shareholding platform is indirect shareholding. Therefore, it must be stipulated in the agreement that after employees exercise their rights, if the lock-up period expires, they need to give employees a withdrawal notice. One is GP, that is, the general partner buys it at the market price, and the other is to sell it in the market, giving employees full protection. The establishment of shareholding platform is meaningful.
The last point is the registration place of the shareholding platform. General shareholding platforms will choose to register in low-tax areas with tax incentives or financial rebates. For example, registered partnerships in Jiangsu, Chongqing, Fujian and other places will have tax incentives, and employees who withdraw from the shareholding platform and transfer their shares will also have tax incentives.
We can make rational use of local government's tax incentives and return policies to attract investment.
At present, many parts of the country are attracting investment through the form of headquarters economic tax policy.
Enterprises only need to register in the local area, and they can enjoy the financial support of the local government in taxation.
Proportion of financial support: according to the annual tax payment, the enterprise can get the support reward of local financial retention value-added tax and enterprise income tax: 75%-90%.
Redemption time: the support reward can be cashed in the next month after tax payment.
Settlement form: According to the actual situation and the requirements of tax areas, you can set up branches, new companies or relocate your registered place.