Port communicationGuangzhou partnership company，What to pay special attention to? To start a company in partnership is to pool the strength and capital of two or more people.，Every shareholder of a partnership company hopes to achieve the value-added effect of one plus one being greater than two.，Pursue "win-win" or "multi-win" results，Make the company bigger、Be stronger。
but，in real society，Many people form partnerships to open companies，I never thought that starting a company as a partnership is a matter of two or more people.，Far more complicated than opening a company alone，I hope to achieve the effect of one plus one greater than two.，The result is a "lose-lose"、"Loss more"，Not only the company's business failed，and serious conflicts occurred among shareholders，Even fight，Business partners turn into enemies。This kind of negative scenario happens almost every day，distressing。 Think twice before acting。
Mingxi suggested，When starting a partnership, you should be fully prepared in advance。 In particular, consider the following issues： one、You are suitable to work alone，Or is it suitable to start a company in partnership? Potential partners are suitable for working alone，Or is it suitable to start a company in partnership? Are your values compatible with those of your potential partner?，Can working styles complement each other? In reality，There is no shortage of shareholders who hope that they alone have the final say on major company matters.。
If this type of shareholder is the company’s major shareholder or controlling shareholder，Conflicts with small and medium shareholders are inevitable。There are also shareholders，There is no sense of win-win cooperation and overall awareness at all，Only consider your own interests，without considering the overall interests and long-term interests of the company，Little did they know that the cake was getting bigger，The share you get will be bigger。 The above two types of shareholders are only suitable for working alone。
If you are planning to open a company in partnership，You should think carefully about whether you are one of the two types of shareholders mentioned above。If you think you are suitable for starting a company in partnership，I hope the company can become a century-old store，or persist for a long time，You have to carefully consider whether your potential partner is one of the two types of shareholders mentioned earlier。 One hundred people，All kinds of colors。The world is beautiful because of its differences，I can’t imagine what it would be like in a world that’s all the same。
It's hard to find people with exactly the same values，It’s also hard to find people with exactly the same style of doing things.。It is obviously very important for partners to tolerate each other。you should seriously consider，Are you and your potential partner compatible with each other in terms of values and styles?，otherwise，Conflict is inevitable。 Basketball legend Jordan once owned the Washington Wizards in partnership with a man named Abe Pauline.。
When the partnership has just begun to take shape,，Pauline enthusiastically praised Jordan and said："He is an honest man、Gentle and elegant legend。for now，I've really gotten to know him。
"However，Good times don't last long，Although Jordan led the team to turn a profit in one fell swoop as owner and player，But since both people like to dominate and compete，Unable to tolerate，Momentary arguments often escalate into extremely heated shouting and name-calling.，So much so that bystanders were a little surprised that they didn't see the two of them exchanging fists.。The two eventually parted ways in 2003。
Before choosing a partnership to start a company，It is recommended that you refer to "Partnership or Alone"：The two books "8 Secrets of a Successful Partnership" (published by Economic Daily Press in 2005) and "Articles of Association" (published by Machinery Industry Press in 2005)。 two、Have you and your partners prepared a business plan for your new company?，Is the business plan realistic?。A successful business requires a convincing business plan。
For newly started business，A sound business plan can provide a path to profitability，It can also serve as a guide for the company。A persuasive business plan should cover the company’s products or services、human Resources、business、Production、Safety、finance、tax、legal and many other issues。 By co-writing a business plan，You and your partners can not only design a company blueprint,，We can also discover problems existing in the initial business idea together.。
During the company establishment stage，to resolve potentially complex issues，It is much easier than solving problems after the company is established.。By carefully writing a business plan，You and your partners can usually judge more clearly whether you are really ready to start a company.。There is no turning back when the bow is drawn。Rather than hastily mount the horse，Facing an uncertain future，Better calm down，Prepare a persuasive business plan together，Then start based on the business plan。
The process of co-writing a business plan，It also allows you and your potential partners to better understand each other’s work styles.，The process of further confirming whether each other is an ideal partner，The process of deciding whether to partner。 About business plan，It is recommended to refer to the two books "Detailed Explanation of Business Plans" (published by China Business Press in 2007) and "How to Write a Business Plan" (published by Dongbei University of Finance and Economics Press in 2007)。
three、你和合伙人是否准备好了股东关系规则和公司治理规则 对于有多个股东的公司，Shareholder relations are always its most important internal relations。Before fighting against the outside world, one must first make peace with the inside，It is particularly important to sign a "prenuptial agreement" between shareholders。The "prenuptial agreement" between shareholders is actually the company's shareholder relationship rules and corporate governance rules，They are the charter of the company，The main forms are the company’s shareholders agreement and articles of association.。
When many companies are established，No clear shareholders agreement，Even if there is，It's also very simple，very rough。As for the Articles of Association，A very large number of companies use the so-called model articles of association downloaded from the Internet or provided by the Industrial and Commercial Bureau.，There is no tailor-made design based on the company’s situation at all.。As everyone knows，It's this kind of careless behavior，It laid the foundation for difficult-to-resolve disputes among the company’s shareholders.。
After serious conflicts, shareholders of many companies，go to court，I hope the court can resolve the dispute between them，final discovery，Since the so-called model articles of association downloaded from the Internet or provided by the Industrial and Commercial Bureau only copy the legal provisions in general,，Not useful at all，The legal provisions are also very abstract，The courts are also helpless，Can only mediate，All parties were dissatisfied with the final result。
When you and your partners have carefully considered，Confirm to open a company，When starting your own business，You should design shareholder relations rules and corporate governance rules，In particular, the rules regarding：
- company director、Shareholder Representative Supervisor、Arrangements for the company’s senior managers and other key personnel、Qualifications (conditions)、Job rotations and their compensation (salary) The degree of involvement of company shareholders in the running of the company varies，In some companies, all shareholders are active shareholders，All participate in the daily operations of the company，Served as a company director (or supervisor) and concurrently as a senior manager。
There are also many companies，Some shareholders are active shareholders，Participate in daily operations of the company，Served as a director (or supervisor) of the company and concurrently as a senior manager，There are also passive shareholders，Only responsible for investment，Not participating in the daily operations of the company，Not even serving as a director or supervisor of the company。
If you are a minority shareholder of the company，Prepare to participate in the company's daily business activities，To prevent major shareholders or other shareholders from joining forces to squeeze you in the future，It is recommended to adopt a shareholders agreement，Make clear arrangements about your role in the company and remuneration (salary)。
also，In order to prevent some shareholders from occupying certain positions for a long time，Directors of the company can be included in the shareholders’ agreement and articles of association、Shareholder Representative Supervisor、Qualifications (conditions) for company senior managers and other key positions、Job rotation arrangement。
- 股东的加入和退出机制 非上市公司都是人资两合的产物，Trust among shareholders is the basis for cooperation。
It is recommended that necessary restrictive provisions be added to the company's articles of association，Qualifications for company shareholders、Make clear arrangements for joining conditions and procedures，Ensure that a person cannot become a shareholder of the company without the consent of all or a majority of the existing shareholders。 No natural person can avoid birth, old age, illness and death.、divorce、Retirement and other issues。Companies and other institutions cannot avoid bankruptcy、dissolution、Unregister、Issues such as change of control。
these questions，There is no clear answer in the Company Law，It depends on the shareholders’ own agreement。to this end，The company's articles of association should also clearly stipulate the shareholder withdrawal mechanism。 There is no one-size-fits-all solution to the problem of shareholder entry and exit。Every company has its own "national conditions"，Company shareholders should tailor their design according to their company’s “national conditions”。
- 公司三会（股东会、The discussion methods and voting procedures of the board of directors and the board of supervisors). Many companies’ articles of association include provisions on the company’s three meetings (shareholders’ meetings).、The provisions on the discussion methods and voting procedures of the Board of Directors and Supervisory Board are just plagiarism of legal provisions.，result，When the company’s three meetings are held，Or the major shareholders control it，Abuse of major shareholder position，squeeze other shareholders，or due to serious flaws in the rules of procedure，Meetings are inefficient，Discuss without deciding，Either the Third Meeting of Shareholders has become a place for shareholders to push their bullshit。
This is because the meeting methods and voting procedures of the company's three meetings are not clear.、Unspecified fault。 The author thinks，When starting a company as a partnership, you should pay attention to the design of the discussion methods and voting procedures of the company's three meetings.，Ensure that the discussion methods and voting procedures of the three meetings of the company can ensure the orderly conduct of the company's three meetings。
Since each company’s situation is different，The discussion methods and voting procedures of the company’s three meetings cannot be uniformly stipulated，therefore，The law only stipulates basic principles，and stipulates “the deliberations and voting procedures of…，Except as provided in this law，"Stipulated in the company's articles of association" (see Article 44 of the "Company Law"、Articles 49 and 56)，Leave the decision-making power of the company's three meetings and voting procedures to the company's shareholders.。
The shareholders' meeting (shareholders' meeting) is the company's authority，What should be paid special attention to in the rules of the three meetings is the distribution of voting rights in the shareholders’ meeting.。 Arrangements for voting rights at shareholders’ meetings of limited companies，Article 43 of the Company Law stipulates：“Shareholders’ meeting shall exercise their voting rights in proportion to their capital contribution.；but，Unless otherwise provided in the company's articles of association。
"Article 44 of the "Company Law" stipulates：“The shareholders’ meeting made changes to the company’s articles of association、Resolution to increase or decrease registered capital，and corporate mergers、separate、Resolution on dissolution or change of company form，Must be approved by shareholders representing more than two-thirds of the voting rights。"About the arrangement of voting rights for joint-stock companies，Article 104 of the Company Law："The general meeting of shareholders passed a resolution，Must be approved by more than half of the voting rights held by shareholders present at the meeting。
but，The general meeting of shareholders made changes to the company’s articles of association、Resolution to increase or decrease registered capital，and corporate mergers、separate、Resolution on dissolution or change of company form，Must be approved by more than two-thirds of the voting rights held by shareholders present at the meeting。"visible，The Importance of Voting Rights at Shareholders’ Meetings (General Meetings)。
In view of the fact that the Company Law expressly stipulates that voting rights can be separately stipulated in the company's articles of association，In addition to the matters stipulated in Article 44 of the Company Law，The articles of association of a limited company can arrange the voting rights required for resolution of other matters.，If shareholders have special arrangements for voting rights and resolutions,
Require
，should be reflected in the company’s articles of association。same，If shareholders of a joint stock company have special arrangements for voting rights and resolutions,
Require
，It should also be reflected in the company’s articles of association。
- 高级管理人员权力制约 根据《公司法》的规定，The daily operation and management of the company is the responsibility of the general manager and other senior managers，The selection and appointment of the general manager and senior management personnel shall be determined by the board of directors。Paragraph 1 of Article 50 of the Company Law lists eight powers of the general manager，The second paragraph also stipulates that "the company's articles of association have other provisions on the manager's powers.，According to its provisions。
” In order to balance the interests of shareholders，Prevent abuse of power by general managers and other senior managers，Consider adding restrictive provisions on the powers of the general manager and other senior managers in the company's articles of association，Ensure the company's daily operations and management are smooth and orderly。
- 利润分配安排 《公司法》第一百六十七条第三款规定：“The remaining after-tax profits after the company makes up for its losses and withdraws its provident fund，A limited liability company shall distribute in accordance with the provisions of Article 35 of this Law；A joint stock company distributes shares according to the proportion of shares held by shareholders，Except for cases where the articles of association of a joint-stock company stipulate that distribution is not based on shareholding proportions.。
"Article 35 stipulates：“Shareholders receive dividends in proportion to their actual capital contributions.；When the company adds new capital，Shareholders have the right to give priority to subscribe for capital in proportion to their actual capital contribution.。but，Except where all shareholders have agreed not to distribute dividends in proportion to their capital contribution or to give priority to subscribe for capital in proportion to their capital contribution.。” visible，The company's profit distribution does not need to be based on the proportion of capital contribution。
For those shareholders who actively participate in the company’s operations and management，If the company does not give him additional compensation (such as director compensation、Compensation for serving as a senior executive)，Shareholders may consider taking necessary care when distributing profits.。
Since the company's shareholders agreement is not a statutory registration or filing document，Articles of Association are legally required to be registered or filed.，Shareholders of the company should consider including those parts of the shareholder relations rules and corporate governance rules that are not suitable for public disclosure in the shareholders agreement，Such as the nomination method for directors (shareholder representative supervisors)、Nomination method for senior management personnel、Director (Supervisor) Remuneration、Senior management compensation, etc.；The parts that must be stated in the articles of association according to law，stipulated in the company's articles of association。
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