Bluestar Technology CEO Office.

"Please come in."

Luo Sheng looked up and saw that it was Qin Weimu who knocked on the door, and it was the third day after returning to China today.

Qin Weimu no longer has a position in Bluestar Technology, and has long since stepped down from her position as the CLO and director of Bluestar Technology, and officially served on the Cote d'Azur, but she can still come and go in this company unhindered.

Because she is now Luo Sheng's exclusive lead lawyer, and at the same time, she still retains the position of external legal counsel in Bluestar Technology.

"The task you gave me before, I have developed a complete set of executable solutions, this is my new plan after the top-level design of Bluestar Technology has been readjusted, you can take a look." After Qin Weimu came in, he said, and after speaking, he handed Luo Sheng a thick material document in his hand.

"So fast?" Luo Sheng was quite surprised, he didn't look at the complicated information, glanced at the materials and documents and added: "Roughly speaking, let's listen to it." ”

Putting down the work at hand, Luo Sheng walked out of the desk and sat down on the sofa by the window, Qin Weimu also walked over, sat down next to him and said: "Simply put, it is four words - limited partnership." ”

Limited partnership?

Luo Sheng was concise: "Be specific." ”

Qin Weimu organized the language in his heart and said: "If the entrepreneur facing the present is doing the company law, then the entrepreneur facing the future must be doing the partnership law. My solution is that you should set up a limited partnership with the major shareholders of Bluestar Technology, in this limited partnership, designate you as the GP of the limited partnership, and let the other shareholders act as LPs, and hold 100% of the equity of Bluestar Technology through this limited partnership. ”

Qin Weimu and Luo Sheng looked at each other and continued: "This execution can give you 100% of the right to speak, because you are the GP of this limited partnership, and the GP bears unlimited joint and several liability for the enterprise, and also enjoys unlimited rights. Although the LP also has a stake, it does not enjoy the relevant control. Once Bluestar Technology is listed, it will bring new variables, let's talk about the identity of shareholders, it is difficult for you to figure out who those shareholders are, what temperament, will they identify with you and connive at you like the current VC? ”

At this moment, Luo Sheng stared at her without saying a word, while Qin Weimu continued seriously: "Although these variables will not fundamentally shake your control over Bluestar Technology, they will also make you annoyed, which is possible. For example, every time the company holds a shareholders' meeting, it must be present to sign, there may be some shareholders today to ask for a query of the company's account books, tomorrow said to hold a shareholders' meeting, the day after tomorrow several small shareholders gathered together to apply for the dissolution of the company, 10% can apply for the dissolution of the company. ”

Luo Sheng: "......"

Qin Weimu couldn't help but smile when he saw his slightly stunned and helpless expression, and quickly reined in and said: "So you will find that after the company's listed shares flow in the market, the more people there are, the more troubles they face, and there are some small shareholders who are purely diaphragmatic people, although he can't fundamentally affect anything, but mosquitoes are always annoying things, once or twice is good, and no matter how good the temperament is, people will be unbearable." ”

As soon as he said this, Luo Sheng immediately understood the benefits of a limited partnership.

To put it simply, it is to set up a limited partnership, and put all the other shareholders of Bluestar Technology into this enterprise as LP, and he serves as the GP, so that no matter how the shareholders change, it doesn't matter, because GP is equivalent to the absolute right to speak in the limited partnership.

Luo Sheng pondered thoughtfully, and muttered to himself: "Limited partnership structure, this method is good, but the problem is that being a GP allows me to have unlimited rights, and at the same time, I have to bear unlimited joint and several liability, is this risk too great?" Is there a way to control the risks? ”

Qin Weimu smiled and responded: "Of course I helped you think of this, there is still a way to have the best of both worlds in this world." ”

Luo Sheng couldn't help but look at her, and asked curiously, "What's the way?" ”

Qin Weimu smiled lightly and introduced: "It is actually very simple to avoid this risk, you can register the GP as another limited liability company, and the registered capital of 1 million yuan is enough, then the GP will become a limited liability company with a registered capital of 1 million yuan." If the limited partnership has an external debt of 10 billion yuan, the GP bears unlimited joint and several liability and needs to repay 10 billion yuan, but the GP is a limited liability company with a registered capital of 1 million yuan. ”

Hearing her say this, Luo Sheng couldn't help but be stunned for a while, and said, "It's really important to understand the Fa......

Qin Weimu added: "In this way, it is possible to assume unlimited joint and several liability with a limited liability company, and at the same time enjoy unlimited rights. Through legal methods, the risk of unlimited joint and several liability of GPs is controlled. In addition, there is an advantage that when a limited partnership is listed on the company, you can not be restricted by the sale conditions, because you do not directly hold the company's equity, but through the limited partnership. ”

Luo Sheng knows that under normal circumstances, the company's management team can only sell no more than 25% of the shares to liquidate, which seems to have many restrictions, but in fact there are many ways to circumvent it.

"You're right, future-oriented entrepreneurs must do partnership law, just do what you want." In the end, Luo Sheng looked at it with great satisfaction, without much consideration, and decided to do so on the spot.

Such a set of new design is undoubtedly a set of safety valves for the company after listing, taking precautions in advance, preventing some potential problems as early as possible, and it is best not to happen, even if it happens, it will not be nerve-wracking.

The general direction was established, and Luo Sheng convened the board of directors the next day and submitted his decision to vote on matters related to the spin-off and reorganization of Bluestar Technology.

The result was naturally a vote without any suspense, and no one voted against it, and it was unanimously passed.

Because, investors also very much agree with Luo Sheng's decision, now to take a closer look at Bluestar Technology, the management of this company is also a bit chaotic, because the development is too fast, and the business expansion ability is too strong.

When Luo Sheng bought Take-Two before, he told Ryan Blunt that his company's management was chaotic, and the current Bluestar Technology is actually about the same.

A week later, Luo Sheng held another senior management meeting of Bluestar Technology, which was attended by all the directors of various departments of the company and above management, including the executives of the overseas European and American industry sectors.

Overseas executives have come to the mainland, and the news has spread, and the industry is quite concerned about this.

Obviously, Bluestar Technology has recently made a new move.

In the past week, Luo Sheng was dealing with one thing, that is, talking to the top of the company's human resources department, and at the same time understanding all the information of the directors of various departments and above of Bluestar Technology, including overseas employees, including the previous resumes of these people.

At this point, the meeting has begun.

In the conference room, Luo Sheng looked around at the management staff attending the meeting.

"There is only one thing in this meeting, about the company's spin-off and reorganization, which many people must have heard about in the past week, and today's meeting will discuss this."

……

……

PS: In order to write this chapter, it took a lot of thought, absolutely dry, Zhao Ling specially checked the top-level design of many large companies in reality, and finally decided to let the protagonist control the squeaky Fubao routine.

According to the exposed news, Mr. Ma first registered Yunbo Company and is the actual controller of the company. Then use the company as the GP of the two limited partnerships of Junao and Junhan, and have the absolute right to speak and control of these two companies, Junhan Investment Squeaky Fubao accounts for 42.28% of the shares, and Junao also invests and accounts for 34.15, so that the two companies control 76% of the equity of Squeak Pay, so that they indirectly have great control and voice over Squeak Pay.

Mr. Ma achieved the purpose of unlimited joint and several liability with a limited liability company through such an operation, and he also has the absolute right to speak.

As for the VIE model including "agreement control", it depends on whether the plot is needed, VIE is a huge pit, the risk of key people is too terrifying, I rabbit is the ultimate king of routines, VIE structure seems to be perfect, in fact, I rabbit did not admit or deny but acquiesced, there is no clear legal provision in this regard, once the legislation is not recognized in the future, it is a dark rhythm for many entrepreneurs......

In addition, tomorrow will be the fifth watch!!