What Is a Stockholder?

Shareholders refer to individuals or units that have limited or unlimited liability for the debts of joint-stock companies and enjoy dividends and dividends by holding stocks. Shareholders who have invested in stock companies to subscribe for shares have both certain rights and obligations. The main rights of shareholders are: to participate in shareholders' meetings to vote on major issues of the company; the right to vote for directors and supervisors of the company; the right to distribute the company's profits and enjoy dividends; the right to issue stocks; ; The company failed to declare the right to dispose of the remaining property when it went out of business and went bankrupt. The size of shareholders' rights depends on the type and number of shares held by shareholders. ^[1]

Shareholders refer to individuals or units that have limited or unlimited liability for the debts of joint-stock companies and enjoy dividends and dividends by holding stocks. Shareholders who have invested in stock companies to subscribe for shares have both certain rights and obligations. The main rights of shareholders are: to participate in shareholders' meetings to vote on major issues of the company; the right to vote for directors and supervisors of the company; the right to distribute the company's profits and enjoy dividends; the right to issue stocks; ; The company failed to declare the right to dispose of the remaining property when it went out of business and went bankrupt. The size of shareholders' rights depends on the type and number of shares held by shareholders. ^[1]

1. In the relationship between shareholders and the company, according to the "

Note: The limited company level is mainly reflected as "

1. Comply with laws, administrative regulations and the company's articles of association;

2. Pay the capital contribution on time and in full, and not withdraw the capital contribution;

3. The rights of shareholders shall not be abused to damage the interests of the company or other shareholders; they shall be liable for compensation in accordance with the law.

4. The independent status of the company's legal person and the limited liability of shareholders shall not be used to damage the interests of the company's creditors. A company shareholder who abuses the independent status of the legal person of the company and the limited liability of shareholders, evades debts, and seriously damages the interests of the company's creditors shall bear joint and several liabilities for the company's debts.

Shareholders as investors enjoy the rights of owners to share income, make major decisions and choose managers. Promote the effects of economic development. Promote the horizontal integration of funds and the horizontal connection of the economy, and improve the overall efficiency of resource allocation.

According to different standards, company shareholders can be classified as follows:

One,

According to the provisions of the Company Law, the methods for obtaining the qualifications of shareholders of a company are mainly divided into the following three situations:

Qualification

First, the original acquisition

Refers to the acquisition of shareholder qualification through capital contribution or subscription of shares in the company. The original acquisition can be divided into two cases:

1. Original acquisition at establishment. That is to invest in the company based on the establishment of the company, so as to obtain shareholder qualifications. The persons who have obtained shareholder qualification in this way include all promoters at the time of establishment of a limited company, promoters and subscribers at the time of establishment of a joint stock company.

2. Original acquisition after establishment. That is, after the establishment of the company, when the company increases its capital, it can obtain shareholder qualifications by investing in the company or subscribing for shares.

Second, the acquisition

Successive acquisition, also known as inherited acquisition or derivative acquisition, is to obtain shareholder qualifications through transfer, grant, inheritance, company merger, etc., and the assignee, grantee, heir, and successor to acquire shares Become a new shareholder of the company.

Obtained in good faith

Good faith acquisition refers to the transferee of shares, in accordance with the transfer method stipulated in the Company Law, in good faith to obtain shares from unauthorised persons, thereby obtaining shareholder qualifications. Since the acquisition in good faith can directly acquire equity without relying on the will of the assignor, it is a special original acquisition method.

Generally speaking, the good faith acquisition of shareholder qualifications must meet the following conditions:

(1) The stock itself is valid;

(2) Shares are punishable, and shares prohibited by law cannot be obtained in good faith;

(3) It must be obtained from an unrighteous person. If the assignor is a legitimate righteous person, there is no need to start a good faith acquisition system;

(4) Subjectively, in good faith, without malicious or gross negligence, if you knowingly or neglecting to pay attention to the fact that the grantor has no rights, you cannot acquire equity;

(5) Obtaining stocks in accordance with the law's stock transfer method,

The company's shares are bought and sold through equity transactions, which results in changes to shareholders. Changes in the shareholding of a limited liability company must be signed into the "Equity Transfer Agreement" and filed with the Administration for Industry and Commerce.

Related shareholders are required to pay relevant taxes when changing shareholders. In the process of equity transfer, the transferor needs to pay various taxes and fees, as described below.

Transferor is an individual

If the transferor is an individual, it is subject to personal income tax and pays 20%.

Transferor is company

If the transferor is a company, more taxes and fees need to be involved.

details as follows:

(1) Taxes involved in the transfer of equity by a domestic-funded enterprise The company transfers equity to a company. The income from the equity transfer will involve issues such as corporate income tax, business tax, deed tax, stamp tax and other related issues:

1. Corporate income tax

(1) In the general purchase and sale of equity (including the transfer of stocks or shares), an enterprise shall implement the relevant provisions of the Notice of the State Administration of Taxation on Certain Income Tax Issues of Enterprise Equity Investment Business (Guo Shui Fa (2000) No. 118). The accumulative undistributed profits or accumulated surplus provident fund of the investee that the equity transferor should share shall be recognized as income from equity transfers, and shall not be recognized as income of a dividend nature.

(2) When an enterprise conducts liquidation or transfers a wholly-owned subsidiary and an enterprise holding more than 95% of its shares, it shall comply with the "Notice of the State Administration of Taxation on Printing and Distributing the" Interim Provisions on Issues Concerning Certain Income Tax Operations in the Reorganization and Reform of Enterprises "" (1998) No. 97) implemented. The accumulated undistributed profits and accumulated surplus reserves of the investee that should be shared by the investor shall be recognized as income of the dividend nature of the investor. In order to avoid repeated taxation of after-tax profits and affect corporate reorganization activities, when calculating the investor's equity transfer income, it is allowed to deduct the aforementioned dividend income from the transfer income.

(3) In accordance with Article 3 of the Notice of the State Administration of Taxation on the Implementation of the Enterprise Accounting System that Needs to Be Clear about Income Tax Issues (Guo Shui Fa (2003) No. 45), enterprises have withdrawn provisions for impairment, depreciation or bad debt For assets, if the taxable income has been increased during the preparation of tax declarations, the relevant provisions for transfer and disposal of written off assets shall be allowed to make the opposite tax adjustment. Therefore, when an enterprise liquidates or transfers all the equity of a subsidiary (or an independently accounted branch), the liquidated or transferred enterprise should write off all asset impairment provisions such as bad debt provisions that have been written off and increased in the past in taxable income. The amount, the taxable income is reduced accordingly, the undistributed profit is increased, and the transferor (or investor) is recognized as dividend income according to the share of equity enjoyed.

Income tax treatment of gains and losses on transfer of corporate equity investments

(4) The gain or loss on the transfer of equity investment in an enterprise refers to the balance of the income from the disposal of equity investment after deducting the cost of equity investment due to the recovery, transfer or liquidation of the equity investment. The income from the transfer of corporate equity investment shall be incorporated into the taxable income of the enterprise and the enterprise income tax shall be paid in accordance with the law.

(5) Equity investment losses incurred by an enterprise due to the recovery, transfer or liquidation of equity investments can be deducted before tax, but the equity investment losses deducted in each tax year must not exceed the equity investment income and investment transfer income realized in that year, The excess can be carried forward and deducted indefinitely to future tax years.

2.Business tax

According to the Notice of the Ministry of Finance and the State Administration of Taxation on the Business Tax Issues Related to Equity Transfer (Cai Shui No. 191): (1) investing in shares with intangible assets and real estate investment, and sharing the profit distribution of the investor with the investor, jointly committing investment risks. Levy business tax. (2) Since January 1, 2003, no business tax has been levied on equity transfers.

3. Deed tax

According to the regulations, in the equity transfer, units and individuals bear the equity of the enterprise, and the land and housing ownership of the enterprise is not transferred, and no deed tax is levied; in the capital increase and share expansion, the land or housing ownership is used as the stock price or invested as an investment in the enterprise Levy tax is levied. "

4.Stamp tax

Taxation of equity transfers. There are two cases of equity transfer: one is the equity transfer of an enterprise that is traded or hosted on the Shanghai or Shenzhen stock exchanges, and the transfer should be levied a stamp duty on securities (stock) transactions at a rate of 3 on the securities (stock) transaction stamp tax. The second is the transfer of equity in enterprises that are not traded or managed by the Shanghai and Shenzhen stock exchanges. The transfer shall be in accordance with the "Notice on the Interpretation and Provisions of the State Administration of Taxation on Certain Specific Issues Concerning Stamp Duties" (National Tax Issue 1 No.) The implementation of Article 10 of the document stipulates that stamp duty shall be levied by the parties on the basis of the agreed price (that is, the amount contained) at a rate of five ten thousandths.