股权激励方案落地执行
十年股权整理解决方案落地实施

提到持股平台，很多人都知道有限合伙。的确，自从2006年合伙企业法修订以来，有限合伙在大大小小中国企业的股权架构或投资模式里面，扮演了重要角色。但是，它不是万能的，用错了可能会给企业带来巨大税务损失或其他风险。因此，要用有限合伙，先要弄清楚它的优势效果、适用场景、税政逻辑、潜在弊端四个关键问题。

When it comes to shareholding platforms, many people know about limited partnerships. Indeed, since the revision of the Partnership Enterprise Law in 2006, limited partnerships have played an important role in the equity structure or investment models of Chinese enterprises of all sizes. However, it is not omnipotent, and using it incorrectly may bring huge tax losses or other risks to the enterprise. Therefore, in order to use a limited partnership, it is necessary to first clarify four key issues: its advantages and effects, applicable scenarios, tax policy logic, and potential drawbacks.

巧用有限合伙平台的优势效果，四两拨千斤，典型案例莫过于马老板对蚂蚁金服的掌控模式了。在这个巧妙运筹里，马老板的持股平台云铂公司叠加若干层有限合伙，一千万注册资本便撬动了蚂蚁金服万亿帝国，股权杠杆效应可见一斑。分析其股权结构可以看到，有限合伙通过组合设计，至少发挥了四个效果：一是老板可以分身当GP和LP，控制权和收益权两不耽误；二是股东分类装入不同池子，方便管理并约定退出机制；三是合伙企业GP只需在持股平台公司层面更换，保持下面各主体股权稳定；四是架设风险隔离墙，避免经营风险传导给老板个人。

The advantages and effects of using a limited partnership platform skillfully, with a typical example being Mr. Ma's control mode over Ant Financial. In this clever operation, Mr. Ma's shareholding platform, Cloud Platinum Company, is stacked with several layers of limited partnerships. With a registered capital of 10 million, it leverages Ant Financial's trillion dollar empire, demonstrating the equity leverage effect. By analyzing its equity structure, it can be seen that limited partnerships have achieved at least four effects through combination design: firstly, the boss can act as both GP and LP, without compromising control and income rights; Secondly, shareholders are classified and placed in different pools to facilitate management and agree on exit mechanisms; Thirdly, the partnership enterprise GP only needs to be replaced at the level of the holding platform company to maintain the stability of the equity of the following entities; The fourth is to install a risk isolation wall to prevent business risks from being transmitted to individual bosses.

有限合伙做持股平台，主要在三个场景使用，包括权钱分离防小人、员工股权激励、特定需求下的节税套现。说到权钱分离，就得说小股东直接持股的风险。有家上市公司叫天地数码，上市前有两个合计直接持股比例不到6%的小股东，因为某种原因，在公司申报上市时捣乱，对公司申报上市的全部议案投反对票且拒不出具与上市有关的全部承诺，直接引发证监会的关注并在反馈意见中提出质疑，如果拖延周期较长，就会给公司上市带来时机错失的风险。其次，有限合伙是员工股权激励的天然工具，能同时满足老板控制权、股东管理简单、员工收益税筹三大诉求。再次，有限合伙还可以起到利用税收洼地节税的效用，曾经的霍尔果斯、乌鲁木齐、江西鹰潭，后来的宁波保税港、海南洋浦都是例子，财政返还叠加核定征收，用好了节税可观，比如当年的海康威视，通过迁址、变性、减持一拨儿操作，直接将股东们的套现税负从2个多亿降低到了不到一个亿。

A limited partnership serves as a shareholding platform and is mainly used in three scenarios, including separation of rights and money to prevent malicious behavior, employee equity incentives, and tax saving cash out under specific needs. When it comes to the separation of power and money, we have to talk about the risk of small shareholders directly holding shares. There is a listed company called Tiandi Digital. Before going public, there were two small shareholders with a total direct shareholding ratio of less than 6%. For some reason, they caused trouble during the company's application for listing, voted against all proposals related to the company's application for listing, and refused to provide all commitments related to the listing. This directly attracted the attention of the China Securities Regulatory Commission and raised doubts in the feedback. If the delay period is long, it will bring the risk of missing the opportunity for the company to go public. Secondly, limited partnership is a natural tool for employee equity incentives, which can simultaneously meet the three major demands of boss control, simple shareholder management, and employee income tax. Thirdly, the limited partnership can also play a role in tax saving by making use of tax depressions. The former Khorgos, Urumqi, Jiangxi Yingtan, and later Ningbo Free Trade Port and Hainan Yangpu are all examples. The financial returns are superimposed on the verified collection, which makes good use of the considerable tax savings. For example, the current year's Hikvision directly reduced the tax burden of shareholders' cash out from more than 200 million to less than 100 million through relocation, denaturation, and share reduction.

有限合伙有其独特的税政逻辑，可以简单总结为“合伙企业不缴纳所得税”。举例来说，刘关张三兄弟实缴100万元设立了桃园合伙，然后桃园合伙投资设立蜀汉公司，蜀汉公司猥琐发育，到头来800万元卖给了司马老板，假设没有其他额外成本之下净赚700万元，分给三兄弟。在这个过程中，资金是从司马老板给到桃园合伙，再由桃园合伙分红到刘关张，但纳税则直接由合伙人负担，比较有限公司少了一道企业所得税，避免了重复征税问题。

Limited partnerships have their unique tax policy logic, which can be simply summarized as "partnership enterprises do not pay income tax.". For example, Liu Guanzhang and his three brothers paid in 1 million yuan to establish Taoyuan Partnership, and then Taoyuan Partnership invested in the establishment of Shuhan Company. Shuhan Company was indecent and developed, and in the end, 8 million yuan was sold to Sima Boss. Assuming there were no other additional costs, they made a net profit of 7 million yuan and distributed it to the three brothers. In this process, the funds are transferred from Mr. Sima to Taoyuan Partnership, and then the dividends are distributed to Liu Guanzhang by Taoyuan Partnership. However, the taxes are directly borne by the partners, which reduces the corporate income tax for limited companies and avoids the problem of double taxation.

需要注意的是，有限合伙虽然可以避免重复征税，但同时也存在另外三大潜在风险：一是股东转股退出的税收政策不确定，区分财产转让所得与经营所得的税目，税率和最终税负差异较大；二是股东持有期转投资或转增注册资本会面临视同分红缴纳个税的问题；三是可能享受不了针对直接持股股东的税收优惠政策，这点在许多地方政府的执行口径中广泛存在，搞不好为了节税却最终增加了税负。

It should be noted that although limited partnerships can avoid double taxation, there are also three potential risks: firstly, the tax policy for shareholder equity conversion and exit is uncertain, and there is a significant difference in tax rates and final tax burden between property transfer income and operating income; Secondly, shareholders may face the problem of paying personal income tax as dividends when transferring their holding period to investment or increasing their registered capital; The third possibility is that they may not be able to enjoy tax incentives for direct shareholders, which is widely observed in the implementation guidelines of many local governments. It is possible that in order to save taxes, they may ultimately increase their tax burden.