股权激励方案落地执行
十年股权整理解决方案落地实施

　　持有公司股权比例越高,越能控制公司吗？

　　Does holding a higher proportion of company equity mean greater control over the company?

　　我持有公司67%的股权,绝对控股，我是不是就是我一个人说的算呢,很多企业家有一个误区，说,周老师,你看我学了股权的课,我持有我们公司67以上的股权,其他小股东加起来不到33%,那我是不是一言堂,什么事情都是我说了算呢？

　　I hold 67% of the shares of the company and hold absolute control. Am I the one who decides? Many entrepreneurs have a mistake. They said, Mr. Zhou, you see, I have learned the lesson of equity. I hold more than 67% of the shares of our company, and other small shareholders add up to less than 33%. Then I am the one who decides everything?

　　你很可能陷入了一个误区,很多讲股权的人只给你讲一半,他没有给你讲清楚,67%绝对控股真的这么绝对吗,这个世界上有绝对的事情吗,你说绝对没有,那绝对没有,这件事情很绝对吗,我们要知道法律是怎么规定的,法律还规定了很多种情形,需要全全体股东签字同意的,你持有67,你说的也不算。

　　You may have fallen into a misconception that many people who talk about equity only explain half of it to you, and they haven't explained it clearly. Is 67% absolute control really that absolute? Is there anything absolute in this world? If you say absolutely not, then absolutely not. Is this thing absolute? We need to know how the law regulates it. The law also stipulates many situations that require the signature and consent of all shareholders. If you hold 67%, what you say doesn't count.

　　我举一个非常简单的例子,王员外持有公司67%的股权,李员外持有33%,看起来王员外是绝对控股,他是老大，他说了算,那公司注册资本金是1000万,注册资本金实缴期限是3年,现在王员外想把公司注册资本金实缴期限,从3年改为一年,因为他们俩都是认缴的,公司现在需要用钱了,是希望他们俩能把注册资本金,更早的打到公司里去,让公司用于经营,那公司的注册资本金期限从3年修改为一年。

　　Let me give you a very simple example. Yuanwai Wang holds 67% of the company's equity, and Yuanwai Li holds 33%. It seems that Yuanwai Wang is an absolute shareholder. He is the boss. He the final say that the company's registered capital was 10 million yuan, and the paid in period of the registered capital was three years. Now Yuanwai Wang wants to change the paid in period of the company's registered capital from three years to one year, because both of them are subscribed, the company needs to use money now. He hopes that they can transfer the registered capital to the company earlier, so that the company can use it for business. The term of the company's registered capital is changed from three years to one year.

　　这个时候要不要修改公司章程呢,那说当然要吗,公司注册资本金修改,需要到工商局修改公司章程呢,那你说周老师,那还不简单,召开股东会修改公司章程只需要多少以上,通过修改公司章程是重大事项,只需要2/3以上股东表决通过,那这个时候王员外把李员外喊过来了，说,哎，你看啊,我们公司注册资本金1000万,我们俩都没有实缴,现在我想修改3年,改为一年，一年实缴,那我召开这个股东会,你是赞成还是反对,李员外一听就急了,说好的3年呢,你现在要提前一年,我口袋里没有这么多钱,那我如果同意你修改呢,那到时候一年内我打不起330万到公司里,你是不是可以按照新公司法当中的股东除名条款,股东实权制度,把我权利给丧失了呢,向我发催告通知,然后让我股东实权了。

　　Do you want to modify the company's articles of association at this time? Of course you do. If we want to modify the registered capital of the company, we need to go to the Industry and Commerce Bureau to modify the company's articles of association. Teacher Zhou, that's not simple. Holding a shareholders' meeting to modify the company's articles of association only requires more than 2/3 of the shareholders to vote. At this point, Wang Yuanwai called Li Yuanwai over and said, 'Hey, look, our company's registered capital is 10 million yuan, and neither of us have paid it in. Now I want to modify it for 3 years, to 1 year, and pay in for 1 year. If I hold this shareholders' meeting, do you agree or disagree?' Li Yuanwai was anxious when he heard this, saying, 'What about the agreed 3 years?' If you want to make changes one year in advance, and I don't have that much money in my pocket, what if I agree to your modifications? Then I won't be able to afford to pay 3.3 million to the company within a year, Can you, according to the shareholder expulsion clause and shareholder power system in the new company law, deprive me of my rights, send me a reminder notice, and then give me shareholder power.

　　那于是这个时候李员外说我反对,王员外说反对无效,我是67%,我是大股东,我想怎么干就怎么干,我坚持要修改公司章程,修改公司章程只需要2/3,多数以上通过,你反对也无效,那这个时候王员外赞成，李员外反对,请问到工商局能够变更公司,关于注册资本金认缴时间的条款吗,不能,注册资本金认缴时间的条款,需要经过权全体股东同意,这个时候只要李员外反对,那工商局那边就变更不了。

　　So at this point, Li Yuanwai said that I opposed it, and Wang Yuanwai said that opposition was invalid. I am 67%, and I am the major shareholder. I can do whatever I want. I insist on amending the company's articles of association, which only requires 2/3 of the vote. Even if you oppose it, it is invalid. At this point, Wang Yuanwai agrees and Li Yuanwai opposes. May I ask if it is possible to change the terms of the registered capital contribution time at the Industry and Commerce Bureau? No, the terms of the registered capital contribution time need to be approved by all shareholders. As long as Li Yuanwai opposes it, the Industry and Commerce Bureau cannot change it.

　　不是你想的2/3多设就可以了,你发现了吗,不代表67可以什么事情都干,但是最可怕的事情是什么,最可怕的事情,这个李员外他没有听过周老师的股权课,被王员外这么一咋呼,王员外说,你看修改公司章程只需要2/3,都说通过，你同意我也能干,你不同意我也能干你,阎王一听觉得有道理,既然我同意他也能干,我不同意他也能干,我何不如做一个顺水人情,就签一个同意呢,好，李员外,由于没有花329全松老师的股权课,当时就签了一个统一,这个时候正中王员外的下怀啊,另外两个人都同意了,百分之百同意到工商去，把什么,把这个注册资本金实缴时间给变更了,从3年变成一年,年外但凡拍一个329的股权课,听到周老师他就知道了,哎呀，我只要坚持,我不同意，我反对,那他就变不了啊,那你还知道哪些情况下,公司的事项是需要经过全全体股东同意的吗,67%也干不了了吗,欢迎你们在评论区补充,然后我再给大家来批作业

　　It's not just about 2/3 of what you thought, have you noticed? It doesn't mean that 67 can do anything, but what's the scariest thing? The scariest thing is that Li Yuanwai hasn't heard of Professor Zhou's equity class before. When Wang Yuanwai exclaimed, 'You see, amending the company's articles of association only requires 2/3, and it's said to be approved. If you agree, I can do it, and if you don't agree, I can do it.' Upon hearing this, Yan Wang thought it made sense. Since I agree that he can also do it, but I don't agree that he can do it, why don't I just do it as a favor and sign an agreement? Well, Li Yuanwai didn't spend 329 yuan on Professor Quan Song's equity class at that time. Just signed a unified agreement, and at this point, it hit Wang Yuanwai's trap. The other two agreed 100% to go to the Industrial and Commercial Bureau to change the actual payment time of the registered capital from 3 years to 1 year, Whenever I take a 329 equity class outside of this year, I'll hear from Teacher Zhou that he knows. Oh, as long as I persist, I don't agree, I oppose, then he can't change. Do you know under what circumstances company matters need to be approved by all shareholders? Even 67% can't do it anymore. Welcome to add in the comment section, and then I'll give everyone the homework for approval