股权是投资人投资公司而享有的权利,来源于投资人对投资财产的所有权。投资人对公司的投资实质上是对投资财产权利的有限授予,授予公司的财产权利成为公司法人对投资财产的财产权,保留下来的权利及由此派生的衍生权利就成为投资人的股权。
Equity is the right enjoyed by investors to invest in a company, derived from their ownership of the investment property. An investor's investment in a company is essentially a limited grant of investment property rights. The property rights granted to the company become the property rights of the company's legal person to the investment property, and the retained rights and derived rights become the investor's equity.
Shandong's equity content is relatively rich, mainly including:
(1)股东身份权;
(1) The right to shareholder status;
(2)参与决策权;
(2) The right to participate in decision-making;
(3)选择、监督管理者权;
(3) The right to choose and supervise managers;
(4)资产收益权;
(4) Asset usufruct;
(5)知情权;
(5) The right to know;
(6)提议、召集、主持股东会临时会议权;
(6) The right to propose, convene, and preside over interim shareholders' meetings;
(7)优先受让和认购新股权;
(7) Priority to receive and subscribe for new equity;
(8)转让出资或股份的权利;
(8) The right to transfer capital contributions or shares;
(9)股东诉权。
(9) Shareholder's Right of Action.
股权的内容都一样吗?一般而言,股东所拥有的股权在性质上是相同的,只在份额上有所差别,但是公司章程可以对股权的内容进行规定,如将股权与决策权分离,就决策权问题进行特别规定。
Is the content of equity the same? Generally speaking, the equity owned by shareholders is the same in nature, with only differences in shares. However, the company's articles of association can specify the content of equity, such as separating equity from decision-making power, and making special provisions on decision-making power issues.
此外,股票可以分为优先股和普通股,优先股通常会预先设定股息收益率,优先分配股息,但不能上市流通,也不能参与决策。
In addition, stocks can be divided into preferred stocks and ordinary stocks. Preferred stocks usually have a predetermined dividend yield and preferential distribution of dividends, but they cannot be listed for circulation or participate in decision-making.
合伙人离开,股权如何处理?合伙容易散伙难,合伙的时候怎么都好说,但是一旦散伙就可能各奔东西,老死不相往来,沟通也会费力。很多人认为股权是投资属性,即便股东离开公司了,但是依旧可以持有公司的股份,实则不然。
How to handle equity when partners leave? "It is easy to break up in partnership, but difficult to break up. When it comes to partnership, it is easy to say anything. However, once a partnership is broken up, it can lead to separation, old age, and lack of communication. Communication can also be laborious.". Many people believe that equity is an investment attribute, and even if shareholders leave the company, they can still hold shares in the company, but in fact, it is not.
合伙人的定义是既出钱又出力的人,才叫合伙人,只出钱不出力的人叫投资人,只出力不出钱的人是经理人。如果合伙人退出,相当于只出钱不出力,这时应按投资人来对待,股权如果继续保留,应当按投资人溢价入股价格被稀释。
A partner is defined as a person who contributes both money and effort, which is called a partner. A person who contributes only money but does not contribute is called an investor, and a person who contributes only but does not contribute is called a manager. If a partner withdraws, it is equivalent to only contributing money but not making any contribution. At this time, it should be treated as an investor. If the equity continues to be retained, it should be diluted at the investor's premium purchase price.
通常建议,设定一定期限,比如5年内合伙人退出的,股权由创始股东按原价回购;5年后退出的,股权由创始股东按现价回购,或者回购一半、剩余一半保留到去世。原则上不建议全部保留。
It is generally recommended to set a certain period of time, such as if the partner withdraws within 5 years, the equity will be repurchased by the founding shareholder at the original price; If the company withdraws after 5 years, the equity will be repurchased by the founding shareholder at the current price, or half of the shares will be repurchased and the remaining half will be retained until death. In principle, it is not recommended to retain all of them.
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