"Company" is a great institutional innovation in the history of human development. The corporate governance structure is mainly composed of the shareholders (big) meeting, the board of directors (executive directors) and the board of supervisors (supervisors). Among them, the shareholders' meeting is the authority of the company, which exercises the decision-making power of the company, decides the direction of the company's operation, and decides the selection of directors and supervisors; The board of directors shall be the executive organ of the company, exercise the management power of the company, implement the resolutions of the shareholders' meeting, and be responsible for the specific business affairs of the company; The Board of supervisors shall be the supervisory body of the company and shall exercise the supervisory power to supervise the business activities of the company, the directors and the managers. The characteristics of the three-power separation corporate governance mechanism are that on the basis of the separation of ownership, management and supervision, through the design of division of labor and mutual checks and balances, the effective management and control of the enterprise can be realized, the legitimate rights and interests of shareholders, management and other parties of the company can be protected, and the effective operation of the company can be maintained. In the practice of corporate governance, Alibaba, Jingdong, millet, Meituan, Haidilao and other companies can develop a clear direction, and its stable corporate governance structure has a great relationship; On the contrary, the turmoil in the later development process of real Kung fu, Mobike, hungry me and other companies is not unrelated to its slightly weak governance structure.

In the governance structure of China's limited liability company, the shareholders' meeting is the corporate authority, which decides the management policy of the company, decides the selection of directors, supervisors and other senior executives, and then decides the development direction of the company. The shareholders' meeting, as the corporate authority, decides the business affairs of the company in the form of the resolutions of the shareholders' meeting, and then determines the fundamental direction of the company's business development. Shareholders' meeting is an important institution for shareholders to exercise their right to participate in corporate governance. The shareholders' decision on the company's business matters is the implementation of the capital majority principle, and the final decision of the shareholders' decision is the company's equity structure. The ownership structure of a company refers to the shareholding proportion and mutual relationship of the shareholders of a company. The higher the proportion of shareholder shares, the greater the right to speak; A large number of shareholders acting in concert have a great impact on the resolution of the shareholders' meeting. Therefore, the operation of the shareholders' meeting of the corporate authority and the decision on the management of the company are the external embodiment of the corporate ownership structure. Stable and controllable ownership structure can form efficient and consistent business decisions; The likely result of a volatile ownership structure is inefficiency, operational variability, and ultimately fragmentation of entrepreneurial teams and project failure. According to public information, Jingdong is a dual-class share structure company listed on Nasdaq in the United States. According to the public share capital of Jingdong Company is divided into Class A shares and Class B shares, and Class A shares are 1 share with 1 voting right; One Class B share has 20 votes. Investors hold Class A shares; Founder Liu Qiangdong owns Class B shares. According to the 2018 annual report of JD.com Group, Tencent is the largest shareholder of JD.com, holding 17.8% of the shares of JD.com, but only has 4.5% of the voting rights; Mr. Liu is JD.com's second-largest shareholder, with 15.4 percent of the company's shares, but Mr. Liu holds 79 percent of the voting rights. Therefore, after several rounds of financing of Jingdong, although Liu Qiangdong is no longer a major shareholder in the sense of traditional company equity, he still firmly controls the company's shareholders' meeting through the special equity structure and determines the direction of enterprise management.

In the corporate governance structure, the board of directors is the executive body of the company, exercising the company's operation and management power, implementing the resolutions of the shareholders' meeting, and taking charge of the company's specific business affairs. The functions and powers of the board of directors involve all aspects of the company's people, finance, materials, production, supply and marketing. The management level and operation efficiency of the board of directors directly determine the development of the company and are of great significance to the development of the company. When the board of directors votes on relevant issues, the system of one person, one vote shall be implemented, and relevant resolutions shall be formed in accordance with the principle of general majority. In the corporate governance structure, the composition of the board of directors is very important. The composition of the board of directors determines whether the board of directors can implement the resolutions of the shareholders' meeting well, which not only has a significant impact on the development of the company, but also directly relates to the interests of the founder shareholders of the company. Because of this, board governance issues such as board composition, director nomination right, appointed number of directors and board veto power are unavoidable issues between investors and founders in corporate equity financing. To construct a reasonable board of directors and ensure the benign operation of the board of directors of the company is not only a problem that must be considered to protect the company's operating interests, but also an unavoidable problem to protect the founder shareholders' control of the company's management rights. In September 2014, Alibaba listed on the New York Stock Exchange in the United States, becoming the world's largest IPO. Among them, the most striking is its partnership system. According to Alibaba's prospectus and public information, after all equity financing, Alibaba's pre-listing shareholding structure is 14.6% of Alibaba's directors and executive officers, 4.8% of employees, 34.1% of SoftBank, 22.4% of Yahoo and 24.1% of other investment institutions. From the previous financing and equity structure of Alibaba before listing, it can be seen that if Ma Yun and his management team want to continue to control the company and control the operation and management of the company, they must design a system that is in line with the maximization of interests of shareholders and management team, which is the realistic basis for the establishment of Alibaba Partnership system. At this time, Alibaba partnership system came into being. The core of Alibaba's partnership system is to set up special provisions on the right to nominate directors in the company's articles of association, control the company's board of directors, and then control the company's management rights. To become a director of Alibaba Group, one must go through the pre-nomination process of these "partners." If a candidate nominated by the Alibaba Partner is not approved by the shareholders' meeting, or the current director leaves the company, the Alibaba Partner has the right to appoint another person to serve as an interim Director until the next annual general meeting. Such a system design ensures that a certain proportion of directors in the board of directors must be recognized by the "partners", thus ensuring the controllability of the company's management rights.

In the corporate governance structure, the ownership structure of the company is related to the control of the enterprise, and also directly affects the tax burden cost of the company's shareholders to a large extent. As the saying goes, "Nothing is certain in this world except death and taxes." Although taxes are unavoidable, we can pay less tax in legal means and ways within the scope of the law, which is what we usually call legal tax planning. With the improvement of our tax law system and the increasing standardization of tax collection and management, our tax payers have gradually established the concept of tax planning this year, and tax planning has gradually become an important part of enterprise management and personal wealth management. Foreign tax planning started earlier, which has been deeply rooted in the business operation, while China's tax planning started late, many enterprise founders often pay attention to the issue of corporate control in the equity structure, but often ignore the tax planning issue in the equity structure, resulting in a heavy tax burden. In China's income tax system, natural person shareholders and company shareholders apply different tax laws, and the tax composition is different. The Individual Income Tax Law applicable to natural person shareholders; Corporate shareholders shall be subject to the Enterprise Income Tax Law. For interest, dividend and bonus income, according to the relevant provisions of the individual income Tax Law, the interest, dividend and bonus income obtained by natural person shareholders shall be subject to a proportional tax rate of 20%; According to the relevant provisions of the current enterprise income tax, the dividend, bonus and other investment income obtained by the resident enterprise from the resident enterprise is temporarily exempt from income tax. Therefore, if the shareholder of the target company (resident enterprise) is a company (resident enterprise), the shareholder of the company does not need to pay enterprise income tax when it obtains dividend or bonus and other equity income from the target company. As long as the shareholders of the company do not continue to distribute dividends or bonuses to their natural person shareholders, there will be no effective income tax liability. As far as the equity transfer is concerned, if the shareholder of the company is a natural person shareholder, when the natural person shareholder transfers the equity of the target company, it shall pay individual income tax in accordance with the corresponding provisions of the individual income Tax Law of China, the tax rate is 20%; If the shareholder is the shareholder of the company, the shareholder of the company will theoretically incur the taxable obligation of 25% enterprise income tax when transferring the equity of the target company, but if the company has other operating losses, the actual income tax payment will not necessarily occur when the company conducts the annual final settlement. Therefore, natural person shareholders and corporate shareholders are different in the sense of tax law. In addition to natural person shareholders and company shareholders, there are also types of sole proprietorship enterprise shareholders and partnership shareholders in corporate ownership structure in practice. Although corporation, sole proprietorship and partnership are one of the legal forms of enterprise in our country, they are very different from each other in terms of tax. The Enterprise Income Tax Law applies to Chinese companies, but the sole proprietorship and partnership enterprises do not apply to the Enterprise Income Tax Law, and they are not taxpayers within the scope of the Enterprise Income Tax Law of China. According to the relevant provisions of the tax law of our country, sole proprietorship enterprises and partnership enterprises do not pay enterprise income tax, sole proprietorship enterprises to its investment as the taxpayer, partnership enterprises to its partners as the taxpayer, so sole proprietorship enterprises and partnership enterprises do not pay enterprise income tax. Therefore, in the ownership structure of the company, natural person shareholders, sole proprietorship shareholders, partnership shareholders, and corporate shareholders have great differences in income tax rates, tax calculation methods, and so on. Enterprise founders need to pay attention to and reasonably arrange the ownership structure of the company.