It is an inevitable choice for China enterprises to become bigger and stronger "going out" by embodying humanistic cooperation, optimizing governance and adopting special general partnership organization forms.
The adoption of special general partnership system is a historic change in the organizational form of accounting firms in China, which is conducive to solving various institutional drawbacks and development bottlenecks faced by large and medium-sized firms in the process of "going global" and will certainly have a far-reaching impact on the long-term healthy and sustainable development of China's CPA industry. The advantages and benefits of reorganization are manifested in many aspects, but the most important ones are at least the following three points:
(1) adopts a special general partnership system, which breaks through the limitation of the limited liability system on the number of shareholders of the firm, greatly boosts the morale of the firm's employees, especially the young and middle-aged backbone, and is conducive to the formation of a well-organized, scientific and rational talent echelon. Accounting firms have distinct characteristics of "human integration", and the development of accounting firms can not be separated from the development of people for a moment. The essence and core of making accounting firms bigger and stronger is that people become bigger and stronger.
Under the limited liability system, limited by the relevant provisions of the company law, the number of shareholders of the firm shall not exceed 50, which weakens the enthusiasm of the staff of the firm, especially large and medium-sized firms. A group of young and middle-aged business backbones with strong professional ability and outstanding performance have lost their sense of identity and belonging to the firm because of the obstruction of rising space, and have no choice but to change careers, which leads to a serious brain drain in the firm, which is not conducive to the long-term stability and healthy development of the firm. The recent "brain drain" of talents in the industry is not optimistic. Although the horizontal comparison is driven by factors such as status gap, treatment gap and work intensity gap, the gap between the firm itself in fundamentally respecting talents, attracting talents and retaining talents cannot be ignored. It is urgent to deeply analyze and reflect on their own reasons.
The results of the questionnaire survey organized by the Accounting Department of the Ministry of Finance in recent years show that nearly half of the firms reflect that the limitation of the limited liability system on the number of shareholders has become the main factor affecting the firms to become bigger and stronger. Internationally, for the same or similar reasons mentioned above, the CPA industry in the United States basically abandons the form of limited liability organization, and 9 of the top 10 firms in the United States adopt special general partnerships; Although the British CPA profession allows the existence of limited liability system, in fact, only about 65,438+0% firms are willing to adopt the form of limited liability organization. According to the data published by POB (British Professional Oversight Committee), among the top 20 large firms, 14 are special general partnerships, 3 are general partnerships, and only 3 are corporate firms, and all three corporate firms are actually partnership models.
Other EU countries, such as Germany, allow enterprises to adopt limited responsibility system, but the direct consequence is that local enterprises are generally small in scale and low in competitiveness. About 90% of the audit business in the EU capital market is monopolized by the four major international companies, which makes the European Commission have to re-evaluate the monopoly risk of the audit market and reflect on the development strategy of the CPA industry in this region since last year. It is the internal demand, mainstream direction and general trend of large and medium-sized firms in China to fully absorb the experience and lessons of the development of CPA industry at home and abroad, accelerate the development of large and medium-sized firms, and adopt a special general partnership organization form that conforms to the characteristics of "human cooperation" of firms.
(2) The adoption of special general partnership system is conducive to overcoming the governance problem of shareholder first, building a partnership culture of honesty, quality first and cooperation, and comprehensively improving the comprehensive management level. Under the limited responsibility system, the shareholders of the firm often rely too much on their own shareholder status, overemphasize the decision-making power and income distribution right of the firm management, some even ignore and dilute their professional ability and contribution, and some even become a "profit-seeking" class. At the same time, the infatuation with shareholders' identity and rights has prompted some people to become shareholders in the form of "dark shares" regardless of the consequences of risks, and some even have the phenomenon of "procrastinating for two, dragging for three and dragging for four", which leads to complex interest relations, chaotic internal management and continuous accumulation of practice risks. At the same time, the monopoly of individual firms is more serious, with a strong familism, paternalism and centralization. Dissatisfaction within the firm is increasing day by day, and colleagues in the industry stay away from it, and the stamina for sustainable development is insufficient.
Whose firm is it? Is it a firm of one person and a few people, or is it a firm in which most people struggle with all people and enjoy the results? We must face and answer this important question. At present, the problem of integrated management between the head office and branches, and even between the business departments of the head office is still outstanding. People in the industry often refer to the low integration as "banana type" and "pomegranate type", which seem to be a whole, but in fact they are fragments. The key to the problem is that the distribution mechanism, interest mechanism and financial management mechanism are not unified.
When the branches and business departments regard the income of 500,000 yuan and 6,543.8+0,000 yuan as "life-saving straws" and the head office is keen to collect a little "management fee", how can we persist in independence? How to ensure the quality of exercises? General partnership, a special organizational form, emphasizes "cooperation of people" but downplays "cooperation of capital", emphasizes the unity of responsibilities and rights of partners, connects all partners with the interests of * * *, and opens up a promotion channel for non-partners, which is conducive to the formation of a harmonious and efficient partnership culture of collective decision-making and collective management.
(3) Adopting a special general partnership system is conducive to solving the contradiction between the traditional general partnership system and the scale operation of the firm, protecting innocent partners and creating a fair, just, harmonious and stable development environment. With the gradual improvement of China's CPA legal system and the rapid development of CPA industry, the business scale of accounting firms has expanded rapidly in recent years, and the number of partners (shareholders) has increased day by day.
With the continuous expansion of the practice field of large and medium-sized firms and the continuous refinement of the service division, the partners of the firms are bound to focus on their own businesses, and the communication between partners is also limited objectively, which is fundamentally different from the situation that a few partners can fully communicate under the conditions of "small workshops" and simple production. Under the traditional general partnership system, partners who are not at fault will also "pay the bill" for the faults of other partners, and the institutional constraints imposed on partners to represent others are stricter, which is basically applicable to small firms, but unfair to large and medium-sized firms. In view of this, the special general partnership system conditionally establishes the limited liability of the partners of the firm, allowing most partners not to bear unlimited joint liability for the partnership debts caused by the intentional or gross negligence of one or more other partners, which fundamentally strengthens the protection of innocent partners.
To this end, vigorously promoting the special general partnership system will enable the vast majority of partners in large and medium-sized firms to obtain limited liability protection, which will help firms get rid of worries and achieve rapid development. Judging from the international development trend, most large firms in the world adopt the special general partnership system, which is adopted by the "Big Four" in the world, and most of the top firms in Britain and America adopt the special general partnership system. For small firms, because the number of partners is relatively small, they are familiar with each other and communicate smoothly, it is unnecessary and inappropriate to adopt a special general partnership system. The Partnership Enterprise Law and the Interim Provisions on Restructuring issued by the Ministry of Finance and the State Administration for Industry and Commerce clearly require that only firms with a certain scale of business development and a certain number of partners are eligible to apply for the establishment of special general partnership organizations. In other words, the special general partnership system is tailor-made for large and medium-sized firms, with the purpose of promoting large and medium-sized firms to go into battle lightly and accelerate their development.
Two, overall consideration, close cooperation, the adoption of a special form of general partnership requires the joint efforts of relevant parties.
It is a complex system engineering for large and medium-sized firms to adopt special general partnership system. There is no ready-made model to learn from and no mature precedent to follow. More is "crossing the river by feeling the stones", and various obstacles and problems will inevitably appear in the implementation process, which requires not only the correct guidance and encouragement of government departments, but also the firm's own bold innovation and steady reform.
(a) large and medium-sized firms are the main body of the special general partnership system, and should focus on the future and change their concepts. Large and medium-sized firms, especially large firms that intend to be bigger and stronger "going out", are the first practitioners and direct beneficiaries of the restructuring work. For the internal management problems that may occur in the process of restructuring, the firm should seriously study and handle them safely in the attitude of respecting history and planning the future. The main person in charge of the firm should stress the overall situation and fairness, deal with the issues of partner qualification, power and responsibility allocation, decision-making mechanism and interest distribution strategically and pertinently, and resolutely avoid individual shareholders from provoking and intensifying internal contradictions of the firm in the name of reorganization.
There are some problems in the transformation of individual firms in the previous stage, and there are serious contradictions and differences among senior management teams. After widely listening to the opinions of the industry, including those of all parties, we can draw a basic conclusion: the problems have nothing to do with the restructuring, but are caused by its long-term historical disadvantages. The problems exposed by individual firms just illustrate the importance and urgency of transformation! Most people think that it is a good thing to uncover the "lid" and resolve contradictions through restructuring. There is still a chance to save yourself by exposing contradictions. Once the contradictions accumulate over time and deepen, they are likely to fall into the abyss of perdition. It is necessary to promote democracy, concentrate on drafting and perfecting the special general partnership agreement, ensure reasonable content and transparent procedures, listen to the opinions of lawyers and other professionals when necessary, and notarize the signing process and results of the agreement with the help of a notary office. It is necessary to optimize the internal governance of the firm through restructuring, and explore the establishment of a governance structure that conforms to the characteristics of partnership culture and makes decisions, implements and supervises the "three meetings" to improve and coordinate the operation. It is necessary to take the opportunity of restructuring to explore the basic ideas and realization paths of enterprise diversification and industrial cluster collectivization, and properly handle the relationship between restructured firms and professional institutions such as evaluation, consulting, taxation and cost.
(two) the financial sector is the policy guidance institution to promote the transformation of special general partnerships, and should make overall arrangements and make comprehensive considerations. The financial department is the administrative department in charge of the CPA industry. The State Council and provincial financial departments should plan ahead and consider various problems that may arise in the transformation of special general partnerships. For the overall arrangement of restructuring, we should reflect the hierarchy, take the lead in promoting the large-scale firms with the qualification of audit business of H-share enterprises to complete the restructuring, and constantly accumulate experience and improve the scheme; On this basis, combined with the adjustment of the examination and approval conditions of securities qualification firms, actively promote the transformation of securities qualification firms in a certain transition period to meet the actual needs of accounting firms for the healthy and safe operation of the capital market; For other medium-sized enterprises that meet the requirements, transformation should be encouraged on a voluntary basis.
It should be operable for the policy procedure of reorganization. It is necessary to clarify the specific processes and procedures for newly establishing or changing the head office and branches in the process of reorganization. The financial department of the State Council should do a good job in policy formulation and interpretation, and the provincial financial department should improve the efficiency of accepting and approving the application for restructuring the firm. Guided by the policy effect of system transformation, we should encourage theoretical circles to vigorously carry out international comparative research and empirical research on the special general partnership system, and encourage newspapers and media to objectively report the policy orientation and reflect the reasonable demands of the firm in time.
(3) Other relevant departments are the coordinating bodies for the smooth transition of special general partnership enterprises, so they should emancipate their minds and cooperate closely. The transformation of special general partnership involves all aspects of the property management reform of law firms and needs the strong support of other relevant departments. We should strive for the strong support of the industrial and commercial departments, further clarify the industrial and commercial administrative registration procedures for the transformation of a limited liability company into a special general partnership enterprise, and provide convenience for the firm to adopt a special general partnership system; We should strive for the support of the personnel department, abandon the traditional concept of partnership, that is, "small workshop", "self-employed", "husband and wife shop", "brother shop" and "sister shop", regard accounting firms as an important part of modern service industry, and give support to the transformed talents in terms of household registration policy and employee residence permit; In order to win the support of the tax authorities, on the basis of the tax policies of partnership enterprises defined in documents Caishui [2008] 159, Caishui [2009]59 and Caishui [2009]60, the tax policy of paying corporate income tax and personal income tax at the same time after the transformation was further clarified, so as to eliminate the concerns of the firm about the tax burden after the transformation; It is necessary to win the support of the insurance regulatory authorities, promote insurance companies to design insurance products according to the characteristics of the CPA industry, not only domestic liability insurance, but also explore the overseas practice insurance system of the firm, so as to meet the risk control needs of the H-share audit business or other overseas audit businesses of large firms, and eliminate the concerns of the firm about the practice responsibility after the transformation; It is necessary to win the support of the legal department and other relevant regulatory departments, clarify the legal responsibilities of the firm after the transformation, and at the same time protect the interests of creditors, so as to avoid the interests of innocent partners of the firm from being treated unfairly after the transformation.
The finance department and the trade association should negotiate and talk with the above departments on behalf of the firm from the perspective of safeguarding the interests and promoting the development of the industry. Among them, the financial department should take more responsibility for issues at the level of policy coordination, such as industrial and commercial registration and tax policy; For market selection issues, such as occupational insurance, trade associations should do more work.
III. Government guidance and policy support, and unswervingly push qualified accounting firms to adopt special forms of general partnership.
The transformation of special general partnership seems to be a simple change in the organizational form of the firm, but in essence it is a major change in the mechanism system of the CPA industry. Similar to any major industry reform in the past, the internal interest distribution and external market structure of the firm are facing reorganization and adjustment, and some vested interest groups are impacted, and their emotions are inevitably contradictory, and their understanding is inevitable and the process is inevitable. Long pain is better than short pain. Today's little pain is to avoid possible great pain in the future. The lessons of Andersen and Zhongtian Qin can never be forgotten. Government departments, especially industry authorities, should strengthen their "backbone". For the long-term stability of the industry, for the dignity and development of the whole industry, I will stand firm through thick and thin. At the same time, we should do something, both "push" and "guide"; We must "manage" and "help"; It is necessary to "tighten the curse" and give "sweetness", and promote the smooth and orderly adoption of special general partnership system by large and medium-sized firms in a differentiated and targeted manner.
(a) In the long run, seize the opportunities of most companies. Government departments should give strong support. First of all, the procedure should be simplified. In the first half of this year, the Ministry of Finance and the State Administration for Industry and Commerce issued detailed rules for the implementation of the restructuring, which greatly simplified the restructuring procedures, basically solved the problem of applying for the establishment of an office in the restructuring of the firm, and gave a "green light" all the way in the restructuring practice. In the next stage, we should pay close attention to the problems existing in the examination and approval of branches and try our best to provide convenience for firms willing to transform and develop their business. The second is business support. At present, the Ministry of Finance is discussing with SASAC the feasibility of reforming the compulsory rotation system of central enterprises. When the time is ripe, adhere to the principle of "transforming first and benefiting first" in the scope of benefit; Without transformation, there will be no benefit ",which shows a clear position of supporting transformation, and at the same time, it also allows the transformed firm to get tangible benefits and benefits. Third, the policy should be tilted. For example, the Ministry of Finance and relevant state departments have been contacting and coordinating the outstanding talents of the firm to settle in important large and medium-sized cities. As the first step, we should first consider tilting to the large-scale firm after transformation. For another example, with the strong support of the Ministry of Commerce, accounting services are listed as an important part of the "Twelfth Five-Year Plan" for service trade. Taking this opportunity, the Ministry of Finance and the Ministry of Commerce are studying how to further increase the financial support and personnel training support for the "going out" of the firm, and the large and medium-sized firms after transformation should be the key support targets.
(2) For a few firms that wait and see and hesitate. First of all, have a little confidence. Partnership is the mainstream and the direction. Large firms all over the world generally adopt special forms of general partnership, and some large firms with strategic vision, including Shinyong Zhonghe, have long operated in partnership mode, which is beyond doubt. At present, the special general partnership system has been formally established in China's laws, and the industry authorities strongly support the firm's transformation from limited liability to special general partnership. Conditional enterprises should seize the opportunity, strengthen their faith and take the road of innovation and development without hesitation. Secondly, we should have a little sense of urgency. Wait-and-see firms should clearly realize that high-quality resources will flow to firms with better systems, and the market and situation will wait for no one. Hesitation will only miss the development opportunity. From the reality, at present, the outstanding talents in the CPA industry are increasingly showing the trend of transferring to large firms that have completed or will soon complete the transformation. Individual enterprises that are superstitious about "equity priority" and unwilling to transform are facing a serious brain drain problem. It is a wise choice to reverse their disadvantages, consolidate the institutional foundation and accelerate the transformation. Finally, have some backbone. Government departments should do a good job in the basic research of the special general partnership system, explain and publicize the restructuring work, actively take measures to eliminate the worries of the firm and promote the "soft landing" of industry reform. It is good to have pressure on the practical responsibility after the transformation, but there is no need to be too nervous. From the practice at home and abroad, the special general partnership has three protective barriers: one is occupational insurance; Second, the partner * * * contributed capital and accumulated surplus; The third is personal property. Generally speaking, the first two protective barriers are relatively sufficient, otherwise, how can a considerable number of international accounting companies with much larger scale, more practice networks and much higher potential risks continue to exist? We should also pay close attention to the professional responsibility appraisal under the partner system, and protect the legitimate rights and interests of the transformed firm and its partners to the maximum extent under the premise of strictly regulating management.
(3) For some companies that stick to the past and remain complacent. In addition to being selected and eliminated by the market, the competent authorities of the industry should strictly limit the qualification access. First, for the H-share audit qualification, if the qualified large-scale firms can't complete the reorganization before the end of this year, from the perspective of maintaining the stability of Hong Kong's capital market and fair competition, the Ministry of Finance and the CSRC should consider withdrawing the recommendation and notify the Hong Kong Stock Exchange to remove a very small number of such firms from the H-share audit qualification list. This point must be said and done, and it is unambiguous. Second, for securities and futures qualifications, opinions on adjusting the examination and approval conditions of securities qualifications are being sought. It is a general direction to adopt partnership system or special general partnership system as the prerequisite for firms to apply for securities qualification, which has a positive impact on the development of China's capital market and CPA industry, and should be adhered to in order to eliminate the fluky psychology of individual firms and create a level playing field for other securities qualification firms that respond to the restructuring. Of course, in practice, it is necessary to leave a relatively ample transition period for the firm to avoid rushing for success and affecting the quality of the restructuring work. For firms with non-securities qualifications, the basic attitude is to encourage restructuring, but it is not forced or across the board. After the revision of relevant laws and regulations, I believe that the firm can make a rational choice.
For large and medium-sized domestic enterprises, it is both an opportunity and a challenge to adopt a special form of general partnership. Enterprises that seize the opportunity and have the courage to take responsibility will certainly get rid of their burdens and be thoroughly remoulded, and the road to development will be wider and wider; Firms that are afraid of reform and timid will only bind their hands and feet and stifle their vitality, and will gradually be eliminated by the industry and the market. In recent years, the central leading comrades have given a series of important instructions to the CPA industry, fully affirming the development achievements of the industry and earnestly hoping to "promote the scientific development of the industry and better serve the country's construction." The trust and encouragement of the central leading comrades are more precious than gold, and the responsibilities and burdens on our shoulders are heavier than Mount Tai. China's large and medium-sized firms, which are interested in becoming bigger and stronger, should clearly understand the situation, keep in mind the great trust, live up to their mission, take the opportunity of special general partnership transformation, lay a solid foundation for development, make clear the development direction, innovate the development path, accelerate their growth, become an important force in China's modern high-end service industry, and make new and greater contributions to the sound and rapid development of China's capital market and economy and society!