Compared with the Company Law, the Partnership Enterprise Law gives partners great flexibility in designing mechanisms, whether it is the distribution of interests or power to the company, so that money and power can be separated, and shares can be divided without power.

Through the free agreement of the partnership agreement, the founder can become a GP, assume unlimited joint and several liability of the partnership, and enjoy all the voting rights of the partnership, that is, have absolute control over the company.

However, GPs do not distribute profits, that is, they only need "rights" and not "money".

Executives and employees do not have voting rights as LPs, but they can enjoy the benefits of the partnership, i.e., only "money" and not "rights".

This is the difference between GP and LP.

At the same time, in the process of "separation of money and power", it is also the process of expanding the control of the GP, because the share of the LP's capital contribution is also controlled by the GP, and the share is regarded as the part of the amplification of control, and the actual controller or controlling shareholder of the company can control a large share with a very small capital investment.

Fang Hong's top-level design of Qunxing Capital is established as a limited partnership structure, but he will not directly act as the GP of Qunxing Capital's general partner, although the GP who serves as Qunxing Capital can have absolute control over the company, even if he holds 1% of the company's equity, he also has absolute control, which is the benefit of GP.

However, there is a disadvantage, or a potential risk, that is, the GP has absolute control over Qunxing Capital, and at the same time, it has unlimited joint and several liability.

What Fang Hong has to do is to gain absolute control over Qunxing Capital, and to avoid its unlimited joint and several liability.

It's also very simple to achieve this, and it's not difficult for him.

At this moment, when Fang Hong wrote down "Qunxing Capital" in his notebook, he wrote the names of three companies, namely: Stellar, Zhenxing, and Sanxing.

That's right, not just one company, but several.

In order to achieve absolute control over Qunxing Capital without unlimited joint and several liability, Fang Hong needs to set up three additional companies.

In his top-level design framework, Qunxing Capital is a limited liability company, while "Zhenxing" and "Sanxing" are limited partnerships, and the other "Stellar" is a one-person limited liability company 100% owned by Fang Hong, that is, one shareholder, is Fang Hong himself.

Next are the two companies of Zhenxing and Shenxing, both of which are limited partnership structures.

Fang Hong's operation is to establish a one-person limited company "Stellar" and serve as the general partner GP of "Zhenxing" and "Sanxing" in the name of the main body of this company, so as to achieve absolute control of these two companies.

After having "Zhenxing" and "Sanxing".

What Fang Hong wants to do is to put all the internal executives and core talents of Qunxing Capital in the future into the company "Zhenxing" as a limited partner LP, and these executives should allocate as much equity as they want, they are the equity of Zhenxing, not Qunxing Capital, but these people are corporate executives of Qunxing Capital.

At the same time, all the external financial investors and resource parties under Qunxing Capital are put into the company as a limited partner LP, and these people need to allocate as much equity as they need to increase the share ratio in it, and they also do not hold the equity of Qunxing Capital, but hold the equity of Shenxing and become its LP members.

Next, Fang Hong divided the equity of Qunxing Capital into two parts, one 25% of the equity is held by "Zhenxing", and the other is 75% of the equity held by "Sanxing".

In this way, the two companies "Zhenxing" and "Sanxing" together have exactly 100% control of Qunxing Capital.

In addition, Fang Hong, the founder of Stellar, a one-person limited liability company, holds 100% of the company's shares and is the sole shareholder of the company.

Then "Stellar" is also a shareholder of "Zhenxing" and "Sanxing", holding 0.5% of the equity of these two companies to obtain GP seats, and the remaining 99.5% of the equity income is owned by the LP of the two companies.

Although it only accounts for 0.5% of the shares, "Stellar" is the GP of the general partner of these two companies, and has absolute control over these two companies, which means that Fang Hong has absolute control.

Fang Hong is a sole proprietor of Stellar and controls 100% of the company, and then Stellar controls 100% of "Zhenxing" and "Sanxing" as a GP, so it is equivalent to indirectly controlling Qunxing Capital.

After the nested top-level design of the four companies, Fang Hong has achieved absolute control over Qunxing Capital, and does not need to bear unlimited joint and several liability.

Under such a top-level design framework, you can do a simple thunderbolt deduction to discover the mystery.

Suppose that Qunxing Capital is now thunderous, and bankruptcy liquidation has generated a debt of 1 billion yuan, and creditors can only find the shareholders of "Zhenxing" and "Stellar" who control the company if they want to collect debts.

At this time, the creditor found that both companies were limited partnerships, and the LP had limited liability, so he could only go to the GP, because the GP was jointly and severally liable and was the ultimate debtor.

As a result, when I looked for the GPs of these two companies, I found that the GP of the general partner was not a natural person, but a one-person limited liability company called "Stellar", and the actual controller of the company was called Fang Hong, who held 100% of the company's equity.

So the creditor found Fang Hong and asked him to bear the debt of 1 billion.

Fang Hong said: Pull it down, I don't even have 1 million now, so what about giving you 10 billion? I now announce that "Stellar" has filed for bankruptcy liquidation, the registered capital of the company is 500,000 yuan, and I hold 100% of Stellar, so I have taken the responsibility of 500,000 yuan, and I will never evade my responsibility.

Creditors look stupid!

Qunxing Capital's debt of 1 billion yuan was chased to the final source, and in the end, only 500,000 yuan could be recovered, and the rest was smashed in his hands.

500,000 versus 1000000000000000000000000000000000000000

Through this simple thunderbolt deduction, under such a top-level design, Fang Hong only needs to use a risk of 500,000 yuan to absolutely control a company of 10 billion.

Based on such a top-level design framework, Fang Hong's absolute control over Qunxing Capital is now available, and its potential unlimited joint and several liability risks have also been avoided, so there is only one last problem left.

How do I get the income of Qunxing Capital?

After all, although Fang Hong's 100% owned "Stellar" company is the general partner GP of "Zhenxing" and "Sanxing", it only owns 0.5% of the equity of the two companies, and theoretically most of the income cannot enter the "Stellar" company, and it cannot enter Fang Hong's name, but in this way, it will really become a veritable worker.

The answer to this question is too simple!

Of course, it is not enough to set up a fifth company, and then use this company as the main body as a financial investor to become a limited partner LP of "Sanxing"?

Moreover, Fang Hong's fifth company is still a trust fund, which further dilutes the risk.

Under such a set of operations, as long as it is not faced with extreme situations such as world war and changing the world, the risk is basically zero.

Only such a top-level design is the most rational solution in the current framework of the current environment, so Fang Hong does this, in his worldview, there is no right and wrong, black and white, only risk and benefit considerations, which is the inevitable operation of a person who is almost absolutely rational.

……