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Chapter 133 [New company structure solution [dry goods] (4/4)]

Bluestar Technology CEO Office.

"Please come in."

Luo Sheng looked up and saw that it was Qin Weimu who knocked in the door. He was already the third day after returning to China today.

Qin Weimu no longer works for Blue Star Technology. She has long since stepped down as the original position of Blue Star Technology clo and director and officially worked on the Costa del Blue, but she can still travel unimpededly in this company.

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

"I have developed a complete and executable solution that you assigned me before. This is my new solution after I have adjusted the top-level design of Blue Star Technology. Look at it." Qin Weimu said after coming in, and after saying that, he handed a thick material document in his hand to Luo Sheng.

"So quickly?" Luo Sheng was quite surprised. He did not look at the complicated information. He glanced at the materials and added: "Let's listen roughly."

Putting down the work at hand, Luo Sheng walked out of the desk and came to the sofa near the window to sit down. Qin Weimu also walked over, sat down next to him and said, "Simply put, it is a four-word limited partnership."

Limited partnership?

Luo Sheng said concisely: "Tell me more specifically."

Qin Weimu organized the language in his heart and said, "If the entrepreneurs who are oriented towards the present are corporate methods, then the entrepreneurs who are oriented towards the future must be oriented towards the partnership method. My solution is that you should jointly establish a limited partnership with the major shareholders of Bluestar Technology. In this limited partnership, you should designate you as the GP of this limited partnership, let other shareholders serve as lps, and hold 100% of Bluestar Technology's equity through this limited partnership."

Qin Weimu and Luo Sheng looked at each other and continued, "This execution will give you 100% voice, because you are the GP of this limited partnership, and GP bears unlimited joint and several liability of the company and also enjoys unlimited rights. Although lp also holds a stake, it does not enjoy relevant control. Once Blue Star Technology goes public, it will bring new variables. Just talk about the identity of shareholders. It is difficult for you to figure out who those shareholders are and what kind of personality will they agree with you and condone you like the current VC?"

At this moment, Luo Sheng stared at her without saying a word, and Qin Weimu continued seriously: "Although these variables will not fundamentally shake your control over Blue Star Technology, it will also make you angry. This is possible. For example, every time a company holds a shareholders' meeting, it is necessary to sign. It is possible that some shareholders ask to check the company's account today, and tomorrow they say that they will hold a shareholders' meeting. The day after tomorrow several small shareholders gather together to apply for the company's dissolution, and 10% of them can apply for the company's dissolution."

Luo Sheng: "..."

Qin Weimu couldn't help but smile when he saw his slightly surprised and helpless expression, and quickly restrained himself and said, "So you will find that after the company's listed shares flowed, the more troubles the more, and some small shareholders are simply disgusting. Although he can't fundamentally affect anything, mosquitoes are always annoying things. It's better to be once or twice. If there are too many people, no matter how good the temperament is, they will be unbearable."

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

Simply put, it is to set up a limited partnership, put all other shareholders of Blue Star Technology into this company and do lps, and you are the GPs themselves. In this way, no matter how the shareholders change, it doesn't matter, because GPs are equivalent to absolute voice in limited partnerships.

Luo Sheng thought about it thoughtfully and murmured to himself: "Limited partnership structure, this method is good, but the problem is that doing GP can give me unlimited rights and bear unlimited joint and several liability. Is this risk too great? Is there a way to control the risks?"

Qin Weimu responded with a clever smile: "Of course I have thought of this for you. There is still a way to have the best of both worlds in this world."

Luo Sheng couldn't help but turn his head to look at her, and asked curiously: "What's the solution?"

Qin Weimu smiled lightly and introduced: "Avoiding this risk is actually very simple. You can register GP as another limited liability company, with a registered capital of 1 million yuan, so GP becomes a limited liability company with a registered capital of 1 million yuan. If a limited partnership is in debt of 10 billion to the outside world, GP bears unlimited joint and several liability and needs to pay 10 billion yuan, but GP is a limited liability company with a registered capital of 1 million yuan."

After hearing what she said, Luo Sheng couldn't help but be stunned for a while and said, "It's really important to understand the method..."

Qin Weimu added: "In this way, a limited liability company can bear unlimited joint and several liability to the outside world and enjoy unlimited rights. Through legal methods, the risk of unlimited joint and several liability of GP is controlled. In addition, another advantage is that when a limited partnership is listed, you can not be restricted by the restricted sales conditions, because you do not directly hold the company's equity, but hold it through a limited partnership."

Luo Sheng knew that under normal circumstances, the company's management team can only sell no more than 25% of its shares to cash in. There seem to be many restrictions, but in fact there are many ways to avoid them.

"You are right. Future entrepreneurs must do partnerships, so you can do it according to your wishes." At the end, Luo Sheng looked at it with slight satisfaction, without much consideration, and decided to do this on the spot.

Such a new design undoubtedly puts a set of safety valves on the company after it went public, and prepares for the future in advance and prevents potential problems early. It is best not to happen, and even if it happens, it will not be troublesome.

The general direction was established. On the second day, Luo Sheng held a board meeting and submitted his vote on matters related to the spin-off and reorganization of Blue Star Technology.

The result was naturally the vote was passed without any suspense, and no one voted against it, and it was passed unanimously.

Because investors also agree with Luo Sheng's decision. Now, if you look at Blue Star Technology carefully, the management of this company is a bit messy because it develops too fast and has too strong business expansion capabilities.

When Luo Sheng acquired Take-two, he told Ryan Blunt that his company's management was chaotic, and now Bluestar Technology is actually not much different.

A week later, Luo Sheng held another executive meeting of Blue Star Technology. The company's department directors and above all management teams attended the meeting, including the overseas European and American industries, and the executives of the American industries arrived.

Overseas executives have all come to the mainland, and the news has spread wildly, and the industry is paying great attention to this.

Obviously, Bluestar Technology has made new moves recently.

In the past week, Luo Sheng was dealing with one thing, which was to talk to the head of the company's human resources department, and at the same time, he understood all the information of directors of various departments of Blue Star Technology and above, including overseas employees and the previous resumes of these people.

The meeting has begun now.

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

"There is only one thing in this event. I believe many people have heard of this in the past week, and today's meeting will discuss this."

...

...

ps: It took a lot of thought to write this chapter, and it was absolutely practical. Zhaoling specifically checked the top-level designs of many large companies in reality, and finally decided to let the protagonist control the routine of Zhifubao.

According to the exposed news, Mr. Ma first registered Yunbo Company and was the actual controller of the company. Then he used the company as GP, two limited partnerships, Junao and Junhan, and owned the absolute voice and control of these two companies. Junhan invested in Zhifubao and accounted for 42.28% of the shares, and Junao also invested and accounted for 34.15%. In this way, the two companies controlled Zhifubao for more than 76% of the shares, thus indirectly having great control and voice over Zhifubao.

It is through such operations that Mr. Ma has achieved the purpose of bearing unlimited joint and several liability for a limited liability company, and he also has absolute right to speak.

As for the vie model including "protocol control", it depends on whether the plot is needed. vie is a huge pit. The risk of the key person is too terrifying. My rabbit is the ultimate trick king. The vie architecture seems perfect. In fact, I rabbit did not admit it or deny it, but agreed. There are no clear legal provisions in this regard. Once legislation does not recognize it in the future, it will be a dark rhythm for many entrepreneurs...

In addition, tomorrow will be updated for five!!!
Chapter completed!
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