在进行股权结构设计之前，我们需要先了解以下几个概念，
济南顶层架构设计公司认为可以借此清楚地认识股权结构不是简单的持股比例的多少，而是以股东股权比例为基础，通过对股东权利、股东会及董事会职权与表决程序等进行一系列调整后的股东权利结构体系。
Before designing the equity structure, we need to understand the following concepts. Jinan Top-level Architecture Design Company believes that it can clearly understand that the equity structure is not a simple shareholding ratio, but a series of adjusted shareholder rights structure system based on the shareholder's equity ratio, including the shareholder's rights, the powers and voting procedures of the shareholders' meeting and the board of directors.
控股股东
Controlling shareholder
法律层面的控股股东，是指其出资额占有限责任公司资本总额百分之五十以上或者其持有的股份占股份有限公司股本总额百分之五十以上的股东;出资额或者持有股份的比例虽然不足百分之五十，但依其出资额或者持有的股份所享有的表决权已足以对股东会、股东大会的决议产生重大影响的股东。
The controlling shareholder at the legal level refers to the shareholder whose capital contribution accounts for more than 50% of the total capital of a limited liability company or whose shares account for more than 50% of the total capital of a joint stock limited company; A shareholder whose capital contribution or shareholding ratio is less than 50%, but the voting rights enjoyed by his capital contribution or shareholding are sufficient to have a significant impact on the resolutions of the shareholders' meeting or shareholders' meeting.
股东权利
Shareholders' rights
股东权利主要包含以下内容:
Shareholders' rights mainly include the following:
参与决策杈
Participation in decision-making
决策权是股东权的一项核心内容，其依据是股东投入公司资本额，包括决定公司的经营方针和投资计划:选举和更换非由职工代表担任的董事，监事，决定有关董事、监事的报酬事项审议批准董事会的报告.
Decision-making power is a core content of shareholders' rights, which is based on the amount of capital invested by shareholders in the company, including determining the company's business policies and investment plans: electing and replacing directors and supervisors who are not employees' representatives, deciding on the remuneration of directors and supervisors, reviewing and approving the report of the board of directors
表决权
right to vote
股东表决权又称股东议决权，是指股东基于股东地位享有的就股东会、股东大会的议案做出一定意思表示的权利，分为普通表决权和特别表决权，是股东权利的主要体现，也是和股利分配请求权一样的股东核心权利。
The voting right of shareholders, also known as the voting right of shareholders, refers to the right of shareholders to make a certain expression of will on the proposals of the shareholders' meeting and the shareholders' meeting based on their status. It is divided into ordinary voting right and special voting right. It is the main embodiment of shareholders' rights, and is also the core right of shareholders as well as the right to dividend distribution.
选择、监督管理者权
The right to select and supervise managers
股东会是公司的权力机构，决定公司的重大事项，将经营权授予董事会和董事会聘任的经理，有权选择、监督、更换管理者。
The shareholders' meeting is the company's authority, which decides the major issues of the company, grants the management right to the board of directors and the managers appointed by the board of directors, and has the right to select, supervise and replace managers.
资产收益权
Asset usufruct
公司法定公积金累计额为公司注册资本的百分之五十以上的，可不再提取。公司的法定公积金不足以弥补、上一年度公司亏损的，在依照前款规定提取法定公积金和法定公益金之前，应当先用当年利润弥补亏损。
If the accumulated amount of the company's statutory reserve fund is more than 50% of the company's registered capital, it may not be withdrawn. If the company's statutory reserve fund is insufficient to make up for the company's losses in the previous year, the profits of the current year shall be used to make up the losses before the statutory reserve fund and statutory public welfare fund are drawn in accordance with the provisions of the preceding paragraph.
知情权
right to know
有限责任公司按照股东的出资比例分配，股份有限公司按照股东持有的股份比例分配。因此，股东有获得资产收益的权利。
A limited liability company shall distribute according to the proportion of capital contribution of its shareholders, and a joint stock limited company shall distribute according to the proportion of shares held by its shareholders. Therefore, shareholders have the right to obtain asset income.
优先受让和认购新股权
Preemptive transfer and subscription of new equity
股东持有的股份可以依法转让，经股东同意转让的出资，在同等条件下，其他股东对该出资有优先购买权;公司新增资本时，股东有权优先按照实缴的出资比例认缴出资。
The shares held by shareholders can be transferred according to law, and other shareholders have the preemptive right to purchase the capital contribution agreed to be transferred by shareholders under the same conditions; When the company increases its capital, the shareholders have the right to subscribe for the capital contribution in accordance with the proportion of the paid-in capital contribution.
表决程序
Voting procedure
在不违背法律规定的前提下，公司可以根据自身实际情况，灵活设计表决形式和程序。
Without violating the provisions of the law, the company can flexibly design the voting form and procedures according to its actual situation.
That's all about the concepts related to equity structure. If you have any doubts or needs, please come to our website http://www.daoshangbao.com Consult and see!
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