From the legal point of view, individual partnership and partnership enterprise are two very common partnership models. Partners provide funds, materials, technology, etc. , partnership, * * * work together, * * enjoy the benefits, * * * take risks, and assume unlimited joint and several liability or limited liability for debts. Individual partnership is mainly regulated by General Principles of Civil Law of People's Republic of China (PRC), General Principles of Civil Law of People's Republic of China (PRC) and other relevant regulations. Partnership enterprises are mainly regulated by the Partnership Enterprise Law of People's Republic of China (PRC), and are divided into general partnership enterprises and limited partnership enterprises. A general partnership consists of general partners, who are jointly and severally liable for the debts of the partnership. Limited partnership consists of general partner and limited partner. The general partner shall be jointly and severally liable for the debts of the partnership, and the limited partner shall be limited to the subscribed capital contribution. But strictly speaking, the partnership systems of Alibaba and Vanke are not "partners" in the full legal sense, they are called "business partners". Specifically, different enterprises take different concrete measures, the examples are as follows: First, Vanke, as a joint stock limited company, needs to withdraw from the market and complete a series of complicated restructuring procedures if it wants to implement the legal partner system. Vanke and its project companies belong to real estate development enterprises. According to the Regulations on Qualification Management of Real Estate Development Enterprises, a real estate development enterprise refers to an economic organization established according to law, which has the qualification of an enterprise legal person and is engaged in real estate development and operation. Neither partnership nor limited partnership has independent legal person status. If Vanke Project Development Company is a partnership or limited partnership, it cannot obtain the qualification of real estate development, nor can it carry out real estate development. Obviously, this road is not feasible. 20/kloc-in may, 2004, Vanke started the business partner shareholding plan, and about 200 people will become partners of Vanke group and jointly hold Vanke shares. After that, the first batch of business partners entrusted all their rights and interests in the economic profit dividend collection dividend account to Shenzhen, Ruth, Vanke and Alibaba. More and more enterprises are beginning to consider introducing this system reform. What is a "business partner" system? What reference does the implementation of this measure have for the development of enterprises? In this issue, Lu Jiaxi of Liaoning Shen Ying Law Firm will take Vanke and Ali as examples to answer a series of questions about the "business partner" system for readers. Liaoning Shen Ying Law Firm/Lu Jiaxi 44 20 15.05 General partner of legal service securities financial consulting enterprise (limited partnership) (hereinafter referred to as "Ying 'an Partnership") conducts investment management. Through Ying 'an partnership, we avoided delisting and reorganization, and also achieved the purpose of motivation perfectly. Ying' an Partnership has repeatedly increased its holdings of Vanke A shares through the brokerage collection plan. According to Xinhuanet, as of 201565438+1October 27th, Collective Plan * * held 494 million shares of Vanke A shares, accounting for 4.48% of the total share capital, making it the second largest shareholder besides China Resources. At the same time, its subordinate project follow-up mechanism was officially launched in April 20 14. Under this system, the management and project manager of the first-line company where the project is located must follow the company's investment projects, and other employees can choose to participate voluntarily. The operating results of the project are directly linked to the investment income of employees. Vanke's follow-up system is not at the company level but at the project level. At the project level, Vanke's small share trading, management output and partner system can be combined. Reference significance: 1. The traditional shareholder governance route can be adopted, that is, by increasing the company's shares to strengthen the management's control. 2. Formulate an effective employee incentive system to gradually enhance the overall strength of the company. Second, although Alibaba's "Ali Partner" uses the name of "Partner", it is very different from the partner stipulated in the Partnership Enterprise Law. Ali followed the example of Goldman Sachs and McKinsey, dividing the management into three gradients to promote the company's operation: new employees are responsible for specific implementation, middle managers are responsible for strategic management, and the founders mainly focus on talent selection and enterprise development direction. According to this design, there must be a mechanism to ensure that the founder and management are given the corresponding control rights of the company, so Ali partners came into being. Its "partner system" is mainly to set up a special authority to counter the rights of other shareholders and stabilize the existing control rights of founders and management through institutional arrangements. This authority is Ali Partners, that is, a special provision for nominating directors is set in the company's articles of association: a group of people called "partners" nominate most directors on the board of directors, instead of allocating the nomination rights of directors according to the shareholding ratio. However, this does not mean that "partners" can directly appoint directors, and the nominated directors still need to vote at the shareholders' meeting before they can be appointed. Its partners have the right to pay dividends, and Ali will pay bonuses to the company's management including the company's partners every year. Ali emphasized in the prospectus that the bonus is a pre-tax item. This means that the partner's dividend distribution right will be different from the shareholder's dividend distribution right, the shareholder's dividend will be distributed from the after-tax profit, and the partner's dividend distribution will be treated as management expenses. This also shows that partners can get more dividends in addition to their own shareholder dividends. And there is no upper limit on the number of partners, which means that the partner institution has unlimited expansion ability, thus stimulating the enthusiasm of employees and management. Reference significance: 1. According to China's current laws and regulations, the shares of listed companies (except preferred shares and shares within the restricted period) are subject to the system of the same share and the same right. Therefore, there are obstacles for domestic listed companies to adopt the governance model of Ali partners. However, for non-listed companies, we can explore the provisions of "unless otherwise stipulated in the articles of association" in the company law, but we should pay attention to not violating the mandatory provisions of laws and administrative regulations. 2. We can make full use of Article 34 of the Company Law: "Shareholders receive dividends in proportion to their paid-in capital contribution. When the company increases its capital, shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution; However, unless all shareholders agree not to share the dividend according to the proportion of capital contribution or not to give priority to the capital contribution, a personalized legal distribution mechanism should be formulated according to the specific situation of the company.