First set up an investment company, and then set up other enterprises in the name of the investment company, so that the controlling equity structure of the enterprise is relatively simple and clear. It is reasonable to set up an investment company in the name of an individual and then set up other enterprises in the name of an investment company, and the investment company manages other enterprises, so it is also the practice of most enterprises. If many companies are registered in the name of individuals, it is obviously unreasonable for individual shareholders to directly face these companies.

2, conducive to the rapid development of enterprises.

The establishment of an investment company, and then foreign equity investment, acquisition and merger in the name of the investment company are conducive to the rapid development of enterprises and enhance their competitiveness and profitability. Obviously, there is no advantage in going directly to mergers and acquisitions in the name of individuals.

3. The need to reduce the personal risks of shareholders.

If a company is established in the name of an individual and the individual occupies the company's funds for a long time, he may have to pay 20% personal income tax. If it is a one-person limited liability company, if the shareholders cannot prove that their personal assets are independent of the company's own production, they need to bear joint and several liabilities for the company's debts. Setting up an investment company and then registering other enterprises in the name of the investment company can avoid the above risks.

4. The need of tax planning.

Establish an investment company, and then control other enterprises in the name of the investment company, so that the dividends paid by other enterprises to the investment enterprises are exempt from enterprise income tax. If the company is registered in the name of an individual, the dividends received are subject to 20% personal income tax.

Why do many bosses like to set up investment companies to buy shares in enterprises instead of in their own names?

1. The boss needs to invest in many projects to reduce risks. Many projects involve hundreds of millions and billions of investments. Even bosses don't have enough funds to support them to invest in multiple projects. In addition, if they invest too much money in a project, once the enterprise loses money, the loss will be very high. Therefore, bosses usually have to raise funds. Of course, individuals cannot raise funds. They can only raise funds by setting up investment companies.

Second, it is not just giving money to the other party to manage the investment. In the early stage of investment, it is necessary to inspect, analyze and report the feasibility of the project. And make professional adjustments to all aspects of the enterprise, which need professional teams to complete.

As we all know, if an enterprise wants to achieve holding, it must have at least 5 1% equity. For a large enterprise, the value of 565,438+0% equity is very high, and the big boss may not be able to afford so much money. Even if he could, he didn't want to put so much money in one basket. For example, the equity value of a large enterprise A, 5 1% is 500 million yuan, so if you want to control this enterprise, you have to pay at least 500 million yuan, but you don't want to pay so much money at once. What should you do if you want to control Company A? At this time, the boss pulled a few friends together and used the 500 million yuan to set up B * * * company. As long as the boss holds 5 1% of the shares of B company, that is, 255.5 million yuan, the purpose of holding A company has been achieved.

Many bosses set up investment companies to buy shares in enterprises instead of buying shares in their own names. There is indeed a lot of pressure in it. Let's reveal the secret to everyone.

1, reducing investment risk The first purpose of setting up an investment company to become a shareholder is to reduce investment risk. These bosses are worth billions, billions or even more, but in order to protect their wealth, of course, they also need to reduce investment risks.

The best way to reduce risk is to set up an investment company. Of course, bosses hold shares and attract some other shareholders, so the investment risks of bosses can be greatly reduced.

The reduction of investment risk is mainly due to the reduction of the investment amount of bosses, who originally needed to invest 100 million yuan. Now bosses invest 50 million yuan, and then recruit other shareholders, and each shareholder invests 65.438+million yuan, so the investment amount of bosses is reduced to 50 million yuan, which obviously reduces the investment risk of bosses.

Therefore, the first purpose of establishing an investment company as a shareholder is to reduce investment risks.

2, the establishment of investment companies is also to do a good job in the establishment of investment companies, but also to do a good job in enterprises. Investment companies set up by big bosses usually pull some big shareholders into investment enterprises, and these big shareholders are often experts in many fields and have rich experience in running enterprises.

In this way, after the investment company invests in the enterprise, if the enterprise is related to the overall development, the bosses can discuss countermeasures with these shareholders, so that they can come up with better ways to make the invested enterprise develop better and get more benefits.

Therefore, the establishment of an investment company by Daxie is also to do a good job.

3. The establishment of an investment company is also to make your business bigger, and the establishment of an investment company is also to make your business bigger. When a big boss sets up an investment company, he can only control the investment company by maintaining relative holding.

In other words, bosses may only need 50 million yuan or less to hold a billion-dollar enterprise, which will help them expand their plates.

In other words, sometimes, the big boss with tens of billions of wealth may control hundreds of billions or even larger enterprise groups through the establishment and investment of investment companies.

Moreover, the more corporate assets bosses can control, the more resources they can use, which may make their assets better value-added.

Therefore, in order to enlarge their business plates, bosses have set up investment companies.

4. Conclusion To sum up, big bosses set up investment companies to invest in enterprises, one is to reduce investment risks, the other is to do a good job in enterprises, and the third is to make their own business bigger.

# Wealth Management Competition Season 3 #

At present, many angel investors have bought shares in their own names. For example, in Yu Dou, which just went public, the first angel investment of 20 million yuan was made by Ogilvy & Mather's chairman in his own name and privately.

Of course, some investors like to invest in the name of the company. The difference is mainly in capital and management.

First, investment companies also need to raise funds. Many bosses regard investment as their own business, not just having spare money to invest. After the business is completed, there are more projects to be invested and more funds are needed, which is beyond the support of personal property.

Especially for investors in the middle and late stages, it is not so easy to spend hundreds of millions of dollars. Therefore, many investors also need financing, which requires specialized companies as the main body to do.

Second, more professional management of investment, not just giving money. In the early stage, it is necessary to study the project prospect and make all adjustments to the company before investing. It also involves many legal and financial issues, which require a team to share the work, and investors can't do it themselves.

When Lei Jun first became an angel, he invested in his own name, because the previous investment was made by acquaintances and was based on trust. Moreover, after the investment, I basically don't care, just give some assistance when I need help.

Later, because the investment was getting better and better, Lei Jun also set up Shunwei Capital, specializing in investment-related business. He managed less and concentrated on making millet.

This may be based on various considerations, and for what reason, each enterprise may be different.

1. Tax considerations For a limited liability company, if it is owned by a natural person, it is necessary to pay 25% of the enterprise income tax first and then 20% of the dividend tax; And if the money is to be used for reinvestment in the future, you can consider setting up an investment company. Because dividends, bonuses and other equity investment income between qualified resident enterprises belong to tax-free income.

2. Ownership Structure, Risk and Control When designing a company's shareholding structure, many factors are often considered. For example, what types of enterprises involve different taxes. A limited liability company pays enterprise income tax, and a partnership company pays individual income tax. If we establish a cooperative relationship, then we should consider the issue of control. At this time, the general partner (GP) is generally in a controlling position and bears unlimited joint and several liability for the debts of the partnership, while the limited partner (LP) is generally used to participate in dividends and bear limited liability for the debts of the partnership. If company A is set as GP, it can maintain control, and company C is a shareholding platform, and at the same time, it can isolate risks through limited liability companies.

3. Consideration of capital Sometimes a multi-layer corporate structure can achieve the purpose of capital leverage. Under normal circumstances, if shareholders want to absolutely control the company, they should account for 2/3. Then a natural person needs to invest 670,000 yuan to control a company with a registered capital of 6,543,800 yuan. If a natural person holds an investment company A and controls another company B, the effect of controlling company B through company A can be achieved by investing 450,000 yuan.

Therefore, the situation of each company is different, mostly in terms of taxation, shareholding structure, risk, control, capital and so on.

Individuals set up investment companies and then invest in other companies through investment companies. This operation mode is very common in listed companies or large companies and has several advantages:

1, tax incentives

Individual shareholders have to pay personal income tax on dividends or bonuses obtained from the company (20% for general enterprises and 50% for listed companies), while corporate shareholders does not have to pay corporate income tax on dividends or bonuses obtained from the company, which is quite different.

2. Investment income guarantee

The annual profits realized by the invested enterprise can be distributed to the shareholders of the enterprise without paying taxes. In this way, once the invested enterprise has operational difficulties and needs to go bankrupt, the distributed profits will not participate in bankruptcy liquidation, and the previous investment income will be well protected. But if you are an individual investor, you can also achieve such protection, but it will generate high tax costs.

3. Difficulties in fund planning

Investment enterprises often need a lot of money. If it is a personal investment, where does it come from? In reality, people who have a lot of money often have non-Gong Hu income. There are tax risks here. A person who does big business must pay taxes legally, because you don't have to take huge risks to save tax costs, which doesn't match your wealth status. Moreover, banks do not encourage individuals to exchange large amounts of money, and there are restrictions on receipts and payments, which will become more and more difficult to operate in the future.

At present, the main bodies of equity investment include: natural persons, partnerships and companies. The difference of its organizational form is mainly related to the national tax policy and organizational form. For example, in the United States, VC/PE has the most forms of partnership, while in Europe, the company system has the most, and in Chinese mainland, it is also transforming from the company system to the partner enterprise form, mainly due to the many preferential tax policies. After all, taxes account for a considerable part of the cost.

Now let's talk about the form of natural person investment. This kind of equity investment is relatively few, and there are many tax reasons and investment scope restrictions. Natural persons can choose to register offshore companies, with less restrictions on tax and investment scope and convenient operation.

In addition to the above advantages and disadvantages, there is also the most primitive point. In the laws of China, natural persons are not legal persons, so the risk of reputation and liability is the greatest in commercial activities. For example, a natural person bears unlimited liability and a limited company bears limited liability.

However, the better form of equity investment is partnership system, which can avoid the double taxation problem of corporate system (the company pays corporate income tax when it gets profits, and the shareholders pay personal income tax after sharing dividends). And it will be easier for the partnership to withdraw later.

1.？ licity

According to the third paragraph of Article 20 of the Company Law, "shareholders of a company who abuse the independent status of a company as a legal person and the limited liability of shareholders to evade debts and seriously damage the interests of the company's creditors shall be jointly and severally liable for the debts of the company". When the following conditions are met, the company's creditors have the right to require shareholders to bear joint and several liabilities for the company's debts.

A. Shareholders abuse corporate legal person status, such as personality disorder, fraud, false shareholders, improper control, etc.

B. the above behavior has caused damage to the interests of creditors.

C. The company is insolvent.

Therefore, when the corporate personality of the invested enterprise is denied, that is, the limited liability of shareholders is no longer recognized, individual shareholders may be jointly and severally liable, which will lead to bankruptcy of property, and even if corporate shareholders is jointly and severally liable, it will not bring trouble to investors.

2.？ Tax aspect

a.？ When an individual pays dividends from the invested enterprise as a shareholder, according to the provisions of Articles 2 and 3 of the individual income tax, the individual income tax shall be calculated and paid at the tax rate of 20% according to the tax items of "interest, dividends and bonus income".

b.？ As a shareholder, when the company pays dividends to the invested enterprises, according to the provisions of Item (2) of Article 26 of the Enterprise Income Tax Law and Article 83 of the Regulations on the Implementation of Enterprise Income Tax, the income directly invested by resident enterprises and other resident enterprises belongs to tax-free income, so when the company receives dividends, it is exempt from enterprise income tax.

c.？ If an individual transfers the equity of the invested enterprise as a shareholder, he shall pay personal income tax according to the provisions of Articles 2 and 3 of the individual income tax and the tax item of "income from enterprise transfer", with the tax rate of 20%.

d.？ When the company transfers the equity of the invested enterprise as a shareholder, according to Article 16 of the Regulations on the Implementation of Enterprise Income Tax and Article 5 of the Enterprise Income Tax Law, when transferring the equity of the enterprise, the enterprise income tax is calculated by subtracting the difference between the selling price and the buying price.

Therefore, investing in the name of the company has a lighter tax burden.

My understanding is that there is no restriction on repayment in the name of an individual, but the law with a company as a shareholder has obvious provisions on the division of bankruptcy and risk sharing. In fact, using the company's assets to bear the risk of bankruptcy or debt will not involve personal assets.

In the current economic environment, the main forms of enterprises are non-enterprise legal persons, limited liability companies, joint-stock limited liability companies, individual industrial and commercial households, private enterprises and private partnerships. For the convenience of analysis, the company is defined as a shareholder here. The main reasons for buying shares of other companies in the name of investment companies rather than individuals are: compliance with company law, fund raising, risk control, taxation and other considerations.

1. meets the requirements of the company law for the number of shareholders: "A limited liability company consists of less than 50 people. The joint-stock company is initiated by 2-200 people, and more than half of them need to have a residence in China. " When there are a large number of shareholders, another company can be established to invest in the original company.

Second, the amount of funds raised by individuals is limited. According to the Securities Investment Fund Law, the Interim Measures for the Supervision and Administration of Private Investment Funds and the Measures for the Administration of Private Investment Funds, the establishment of investment companies can legally raise funds.

Three. Risk control 1. According to Article 37 of the Company Law, shareholders of the company enjoy eleven rights.

If the corresponding individual shareholders are listed as shareholders of the investment company and then become shareholders in the name of the investment company, these individual shareholders will not directly participate in the operation and management of the invested company, and the investment company will exercise shareholder rights on its behalf and send representatives to attend the shareholders' meeting. In particular, internal equity incentive projects are usually held through the employee stock ownership platform, rather than directly listed in the company's shareholder list. Think about it: How many shareholders are directly involved in managing the company? It is better to have fewer people.

2. Transaction firewall

1) shares under the name of the investment company. If the invested company goes bankrupt, only the responsibility of the invested company will be investigated. Will not catch up with the shareholders of investment companies.

2) If the investment company becomes a shareholder of the company, some shareholders' meetings of the investment company will change after the listing of the listed company in the future, which will not cause the shareholders of the listed company to change.

Four. Tax reason 1. Tax on income from equity investment:

According to Article 26 of the enterprise income tax, "Income from dividends, bonuses and other equity investments between qualified resident enterprises" and Article 83 of the Regulations on the Implementation of Enterprise Income Tax, "Investment income obtained by direct investment of resident enterprises in other resident enterprises" is tax-free income.

According to Article 3 of the Individual Income Tax Law, the tax rate of "income from interest, dividends and bonuses" is 20%. Holding shares of listed companies 1 year or more will be levied by half.

2. Project exit tax:

When transferring or withdrawing shares, refer to the Announcement of State Taxation Administration of The People's Republic of China City, People's Republic of China (PRC) on Income Tax on the Transfer of Restricted Shares of Listed Companies, and the tax rate is: (the income from the transfer of restricted shares-the original value of restricted shares and reasonable taxes) *20%. Failing to provide complete and true proof of the original value of the restricted shares, the tax shall be calculated at 15% of the transfer income of the restricted shares. The profit and loss of different projects cannot be comprehensively calculated. If you buy shares in the name of an investment company, you don't have to pay taxes immediately when you transfer or withdraw shares: Project A earned 6.5438+million, Project B lost 5 million, and the final profit was 6.5438+0000-5 million = 5 million, so you have to pay taxes at 5 million.

3. When the shareholders do not want to continue to operate the investment company, their company licenses can be transferred with compensation.

4. Other tax benefits:

According to Article 3 1 of the Enterprise Income Tax Law and Article 97 of the Regulations for the Implementation of the Enterprise Income Tax Law: "If you invest in unlisted small and medium-sized high-tech enterprises by means of equity investment, you can deduct the taxable income in the year when the venture capital enterprise holds equity for two years; If the deduction is insufficient in the current year, it can be carried forward to the next tax year for deduction. " If you invest in your own name, you can't enjoy this preferential policy.

Summary:

In order to comply with the company law, fund raising, risk control, taxation and other considerations, holding companies are widely used to set up shares in other companies.