1. In the case of consistent equity and voting rights, the person who holds the most equity is the actual controller of the company. Generally, whoever has the most voting rights, that is, who has the most shares, is the actual controller of the company.
2. The equity and voting rights are consistent, and the equity is not the most, but it can become the actual controller of the company in the following ways: 1. The person who holds the most shares is not an investment control company, but an investment in finance, just taking dividends. 2. Shareholders become actual controllers.
2. At the shareholders' meeting of the holding company, major resolutions such as the change of registered capital stipulated in the Company Law will have more than two-thirds of the voting rights at the shareholders' (shareholders) meeting, and other matters will have more than 65,438+0/2 voting rights at the shareholders' (shareholders who are limited by shares) meeting. Hold the corresponding majority voting rights through agreement, entrustment, concerted action, etc.
3. Control the board of directors of the company, or decide the candidates for the board of directors of the company above 1/2. The resolution of the board of directors shall be passed by one vote of each director.
4. Have the right to decide the company's financial policies and business policies.
5. The actual controller is an important supplier or customer of the company, and the supply or sales of the company's products depend on the actual controller.
6. The actual controller holds the key technology of the company.
7. Other ways.
Third, equity and voting rights are inconsistent. Equity and voting rights are inconsistent, that is, the same share has different rights. For example, holding 65,438+0% equity, and owning more than 65,438+0/3, more than 65,438+0/2 or more than 2/3 of the voting rights of the company through agreements and articles of association.
In China's company law, limited liability companies can share the same shares but have different rights. For a joint stock limited company, it is required that the same shares have different rights, but the company law does not allow the same shares to have different rights.
Through the number of shares held, we can roughly judge who is the actual controller of the company. As for who is the actual controller of the company, we need to have some information and make a judgment.
The innovative New Third Board enterprise (83 1562) you pointed out, the (former) employees of CITIC Construction (Central Enterprise), the largest shareholder, hold five key positions (see its announcement resume for details), but the "actual controller" announced by the company is the second largest shareholder (natural person).
Do they have any questions about the definition of "actual controller"?
This requires observing the shareholding of its relevant personnel. The actual controller is Yuan Junshan, the second largest shareholder, whose shareholding ratio is lower than that of CITIC Construction, the first largest shareholder. Because if the subsequent shareholders and Yuan Junshan are acting in concert, the proportion of their shares will be greater than that of the first largest shareholder, so the second largest shareholder represented by other unanimous shareholders can actually be understood as the actual controller.
What is the "actual controller" of a company?
In real life, it is very common for the chairman to hold less shares, or for the major shareholders to play a behind-the-scenes role and let the management of the company act as a legal person.
The actual controller refers to the person who can actually control the company's behavior through investment relations, agreements or other arrangements, although he is not a shareholder of the company. In short, the actual controller is the natural person, legal person or other organization that actually controls the listed company.
Article 216 of the Company Law: (2) Controlling shareholders refer to shareholders whose capital contribution of a limited liability company accounts for more than 50% of the total capital or whose shares of a joint stock limited company account for more than 50% of the total capital; Although the capital contribution or the proportion of shares held is less than 50%, but according to their capital contribution or shares held, shareholders have enough voting rights to the shareholders' meeting and the resolutions of the shareholders' meeting.
According to the above-mentioned laws and regulations, the actual controller can directly or indirectly hold the shareholders of the company, and the shareholding ratio is generally more than 50%, or the shareholding ratio is 30%-50%, but it can have a significant impact on the resolution of the shareholders' (general) meeting or can decide to appoint more than half of the board members.
The actual controller of a company can be a natural person, a legal person, governments at all levels, the State-owned Assets Supervision and Administration Commission, or many people, or it can be determined that there is no actual controller.
In the actual operation process, the shareholders of the controlling shareholders can sometimes be identified as the actual controllers of the company. For example, natural person A holds 90% of the shares of Company B and Company B holds 90% of the shares of Company C. We can conclude that Company B is the controlling shareholder of Company C and natural person A is the actual controller of Company C. ..
So the situation you mentioned or the fact that the second largest shareholder and other shareholders form a consistent shareholding ratio (or agreement, investment relationship or other arrangements) becomes the actual controller of the company. The key is that the first major shareholder approves this arrangement. If not, it should be determined according to the shareholding ratio.