Compared with the "Company Law", the "Partnership Law" gives partners great flexibility in designing mechanisms. Whether it is the distribution of the company's interests or power, it can separate money and power, and divide shares without dividing them.
right.
Through free stipulations in the partnership agreement, the founder can become a GP, assume unlimited joint and several liability of the partnership, and thereby enjoy all voting rights of the partnership, which means he has absolute control over the company.
However, GP does not distribute income, that is, it only wants "rights" but not "money".
As limited partners LP, senior management employees do not have voting rights, but they can enjoy the benefits of the partnership, that is, they only need "money" but not "power".
This is the difference between GP and LP.
At the same time, the process of "separation of money and power" is also a process of expansion of GP control rights. This is because the share of LP investment and its voting rights are also controlled by GPs. This share is regarded as the part of the enlarged control rights.
The actual controller or controlling shareholder of a company acting as GP can control a huge share with very little capital investment.
Fang Hong’s top-level design for Qunxing Capital has established a limited partnership structure, but he will not directly serve as the general partner GP of Qunxing Capital, although serving as the GP of Qunxing Capital can have absolute control over the company, even if it holds
1% of the company's equity also has absolute control, which is the benefit of GP.
However, there is a disadvantage, or potential risk, of being directly responsible for the GP of Stars Capital, that is, the GP role has unlimited joint and several liability while having absolute control over Stars Capital.
What Fang Hong has to do is to gain absolute control over Qunxing Capital while avoiding assuming unlimited joint and several liability.
Achieving this is also very simple and not difficult for him.
At this moment, when Fang Hong wrote "Stars Capital" in his notebook, he also wrote the names of three companies, namely: Xingxing, Zhenxing, and Shenxing.
That's right, it's not just one company, but several companies.
To achieve absolute control over Qunxing Capital without assuming unlimited joint and several liability, Fang Hong needs to establish three additional companies.
In his top-level design framework, Qunxing Capital is a limited liability company, while the two companies "Zhenxing" and "Shenxing" are limited partnerships, and the other "Xingxing" is established and 100% owned by Fang Hong
A one-person limited liability company, that is, one shareholder is Fang Hong himself.
Next are Zhenxing and Shenxing, both of which are limited partnership structures.
Fang Hong's operation is to establish a one-person limited company "Xingxing" and serve as the general partner GP of the two companies "Zhenxing" and "Shenzhenxing" in the name of this company's main body, achieving absolute control of these two companies.
.
After having the "Zhenxing" and "Shenzhenxing".
What Fang Hong wants to do is to put all the future internal executives and core talents of Qunxing Capital into the company "Zhenxing" as limited partners LP. These executives will hold as many shares as they should allocate.
Just compare, theirs is the equity of Zhenxing, not Qunxing Capital, but these people are all corporate executives of Qunxing Capital.
At the same time, all the external financial investors and resources of Qunxing Capital are put into the company as limited partners LP. These people can allocate as much equity as they need to increase the shareholding ratio in it. They also do not hold Qunxing.
Rather than owning equity in capital, we hold equity in Sanxing and become its LP member.
Next, Fang Hong divided the equity of Qunxing Capital into two parts, with a 25% stake held by Zhenxing and a 75% stake held by Shenxing.
As a result, the two companies "Zhenxing" and "Shenzhen" together control 100% of Qunxing Capital.
In addition, Fang Hong, the founder of "Xingxing", a one-person limited liability company, holds 100% of the company's shares and is the company's sole shareholder.
Then, "Xingxing" is a shareholder of two companies, "Zhenxing" and "Shenxing", and each holds 0.5% of the equity of these two companies to obtain GP seats. The remaining 99.5% of the equity income is shared by the two companies.
All of LP.
Although it only holds 0.5% of the equity ratio, "Xingxing" is the general partner GP of these two companies and has absolute control over these two companies, which means that Fang Hong has absolute control over them.
Fang Hong solely owns Hengxing and controls 100% of the company. Then Hexing has 100% control of Zhenxing and Shenxing as a GP, which is equivalent to indirectly controlling Stars Capital.
After the nested top-level design of the four companies, Fang Hong achieved absolute control over Qunxing Capital without having to bear unlimited joint liability.
Under such a top-level design framework, you can do a simple thunderbolt deduction to discover the mystery.
Suppose Qunxing Capital is now in trouble, and its bankruptcy and liquidation has resulted in a debt of 1 billion. If creditors want to collect the debt, they can only go to the shareholders of "Zhenxing" and "Xingxing" who control the company.
At this time, the creditor discovered that both companies were limited partnerships, and the LP had limited liability, so they had no choice but to go to the GP, because the GP bore unlimited joint and several liability and was the ultimate debtor.
As a result, I found the GPs of these two companies and found that the general partner GP was not a natural person, but the subject of a one-person limited liability company called "Xingxing", and the actual controller of the company was Fang Hong, who held 100% of the company.
% equity.
So the creditor approached Fang Hong and asked him to bear the 1 billion debt.
Fang Hong said: Pull it down, I don’t even have 1 million now, so why don’t I give you 1 billion? I have now announced that Hengxing has filed for bankruptcy liquidation. The company’s registered capital is 500,000 yuan. I control 100% of Hengxing, so
I have shouldered the responsibility for the 500,000 yuan, and I will never shirk my responsibility.
When the creditors saw it, they were dumbfounded!
Qunxing Capital's debt of 1 billion yuan was traced to the final source, but in the end it could only recover 500,000 yuan, and the rest was lost in its hands.
500,000 compared to 1 billion, the risk is almost equal to zero.
Through this simple thunderbolt deduction, under such a top-level design, Fang Hong can absolutely control a 1 billion company with only a risk of 500,000 yuan.
Based on this top-level design framework, Fang Hong has absolute control over Qunxing Capital, and its potential unlimited joint and several liability risks have been avoided. Then the last problem remains.
How to obtain the income of Qunxing Capital?
After all, although the company "Xingxing" 100% owned by Fang Hong is the general partner GP of "Zhenxing" and "Shenzhenxing", it only holds 0.5% of the equity of the two companies respectively. In theory, most of the income is
If you can't get into the "Xingxing" company, you can't get into Fang Hong's name. But just in this way, you can really become a migrant worker worthy of the name.
The answer to this problem is too simple!
Of course, if you set up a fifth company, then use this company as the main body as a financial investor, and become a limited partner LP of "Shenxing", wouldn't that be the end of it?
Moreover, the fifth company established by Fang Hong is still a trust fund, further diluting risks.
With such a set of operations, as long as we are not faced with extreme situations such as world war and changing the world, the risk is basically zero.
Only this kind of top-level design is the most rational solution in the current framework of the current environment, so Fang Hong does it. In his worldview, there is no right or wrong, black or white, only the consideration of risk and return. This is
As an almost absolutely rational person, it is an inevitable operation.
