Chapter 133： [New company structure solution [dry goods] (four / four ...

Bluestar Technology CEO Office.

"Please come in."

Luo Luosheng looked up, and knocked into the door was Qin Weimu, who has returned to China for the third day today.

Wu Qin Weimu has no longer served at Bluestar Technology. She has previously retired from the original position of Bluestar Technology CLO and director and officially served on the French Riviera, but she can still make unimpeded access to this company.

Because she is now the exclusive chief lawyer of Luo Sheng, and she still retains the position of external legal consultant at Bluestar Technology.

"The task you entrusted to me before, I have worked out a complete set of executable solutions. This is a new solution after I re-adjusted the top-level design of Bluestar Technology. Qin. Weimu said after entering, and handed a thick material file in his hand to Luo Sheng.

"So fast?" Luo Sheng was quite surprised. He didn't look at the complicated materials, looked at those materials and added: "Roughly speaking, listen."

Xu put down the work at hand, Luo Sheng stepped out of his desk, and sat down on the sofa next to the window. Qin Weimu also came over and sat down beside him, saying, "In short, it is four words-limited partnership."

Limited Partnership?

Luo Sheng said briefly: "Speak concretely."

Qin Weimu organized the language in his heart and said, "If the entrepreneurs facing the present is doing company law, then the entrepreneurs facing the future must be doing partnership law. My solution is that you should work with Bluestar Technology The major shareholders of the company jointly set up a limited partnership. In this limited partnership, you are designated as the GP of this limited partnership, and other shareholders are designated as LPs. Through this limited partnership, 100% of Bluestar Technology is held. Equity. "

Qin Weimu and Luo Sheng looked at each other and continued, "This execution will give you 100% of the right to speak, because you are the GP of this limited partnership, and the GP has unlimited joint and several responsibilities, and at the same time enjoys unlimited Great rights. Although LP also owns the shares, it does not enjoy the relevant control rights. Once Bluestar Technology is listed, it will bring new variables. Let's talk about shareholder status. It is difficult for you to figure out who those shareholders are and what By nature, will you recognize and indulge you as much as the current VC? "

At this moment, Luo Sheng watched her silently, and Qin Weimu continued seriously: "Although these variables will not fundamentally shake your control of Bluestar Technology, they will also make you overwhelmed. This is possible. For example, every time the company holds a shareholders meeting, it is necessary to sign on the scene. It is possible that some shareholders requested to check the company's books today, and said tomorrow that a shareholders meeting would be held. Applying for company dissolution together, 10% can apply for company dissolution. "

Luo Luosheng: "..."

Qin Weimu saw his slightly miserable expression of helplessness and couldn't help but smile and quickly converged and said, "So you will find that after the company's listed stocks flow in the market, the more people there are, the more troublesome things they will face. There are many small shareholders who simply respond to people. Although he can't affect anything at all, mosquitoes are always annoying. Once or twice is better. People who have the best temperament will be unbearable. "

Saying this, Luo Sheng immediately understood the benefits of limited partnership.

To put it simply, it is to set up a limited partnership, put all the other shareholders of Bluestar Technology into this company and do LP, and then act as GP, so no matter how the shareholders change, it does not matter, because GP is in the limited partnership Inside the enterprise is equivalent to absolute right to speak.

Luo Sheng pondered thoughtfully and mumbled to himself: "Limited partnership structure, this method is good, but the problem is that being a GP allows me to have unlimited rights, but also to bear unlimited joint and several responsibilities. This Is the risk too great? Is there a way to control the risk? "

Wu Qin Weimu smiled and responded: "Of course I help you think about it, there are still two best ways in this world."

Luo Luosheng could not help but look at her, curiously asked, "What is it?"

Qin Weimu gave a small smile and introduced: "To avoid this risk is actually very simple. You can register GP as another limited liability company with a registered capital of 1 million yuan. Then GP becomes a limited liability company. Registration The capital is 1 million yuan. If a limited partnership company has an external debt of 10 billion yuan, GP assumes unlimited joint and several liabilities and needs to repay 10 billion yuan, but GP is a limited liability company with a registered capital of 1 million yuan. "

I heard her say that Luo Sheng could not help but pause for a while, and said, "It is really important to understand the Fa ..."

Qin Weimu added: "In this way, you can achieve unlimited joint and several liability with a limited liability company and enjoy unlimited rights at the same time. Through legal methods, you can control the risk of unlimited joint and several liability for GP. In addition, One advantage is that when a limited partnership is listed on the company, you can not be restricted by the sale conditions, because instead of directly holding the company's equity, it is held through a limited partnership. "

This Luo Sheng knows that under normal circumstances, the company's management team can only sell up to 25% of its shares to realize cash. There seem to be many restrictions, but in fact there are many ways to avoid it.

"Yes, you are right. The entrepreneurs facing the future must be doing the partnership law and do what you want." At the end, Luo Sheng was very satisfied with the slightest, without much consideration, decided to do it on the spot.

Such a set of new designs is undoubtedly a new set of safety valves for the company after it is listed on the market, and it is necessary to plan ahead and prevent potential problems early. It is best not to happen, even if it does happen, it will not hurt you. .

He set the general direction, and the next day Luo Sheng convened a board of directors, and submitted his vote on matters related to the separation and reorganization of Blue Star Technology.

As a result, the vote was passed without any doubt, and no one voted against it.

Because investors also strongly agree with Luo Sheng's decision, and now take a closer look at Bluestar Technology, the management of this company is also a bit chaotic, because the development is too fast and the business broadening ability is too strong.

When Luo Luosheng bought Take-Two before, he told Ryan Blunt that his company was chaotic in management, and now Bluestar Technology is actually less.

A week later, Luo Sheng held another executive meeting of Bluestar Technology. The directors of the company's various departments and the management above all attended the meeting, including executives from overseas Europe and the Americas sectors. coming.

Overseas executives have come to the Mainland, and the news has spread. The industry is quite concerned about this.

Obviously, Bluestar Technology has made new moves recently.

In the previous week, Luo Sheng was working on one thing ~ www.novelhall.com ~ that is to talk to the leader of the company's human resources department, and at the same time all the directors of the blue star technology company and all the senior management information Clear understanding, including overseas employees, as well as previous resumes of these people.

The meeting has now begun.

In the meeting room, Luo Sheng looked around the management staff.

"There is only one thing in this meeting. About the company's spin-off and reorganization, it must be that many people have heard about it in the past week. Today's meeting will discuss this."

Uh ...

Uh ...

Ps: In order to write this chapter, it took a lot of thought and absolutely dry goods. Zhao Ling specifically checked the top-level designs of many large companies in the real world, and finally decided to let the protagonist take control of the squeezable treasure.

According to the exposed news, President Ma first registered Yunbo Company, which is the actual controller of the company. Then use the company as Junao and Junhan two limited partnerships GP, own absolute speaking power and control rights of these two companies, Junhan invests in Fubao accounted for 42.28% shares, Junao also invested and accounted for 34.15, so The two companies hold over 76% of the company ’s equity, which indirectly has great control and voice over it.

It is through this kind of operation that the general manager Ma achieves the goal of unlimited joint and several liability with a limited liability company. He also has absolute right to speak.

As for including the VIE mode of "protocol control", see if the plot is needed. VIE is a huge pit. The key person's risk is too scary. My rabbit is the ultimate routine. The VIE architecture seems perfect. In fact, my rabbit is not Recognition is not a denial, but it is a default. There is no clear legal provision in this regard. Once the future legislation does not recognize it, it is a dark rhythm for many entrepreneurs ...

Also, five more tomorrow! !! !!