只要有新股东加入,你把周老师这条视频和黑板当中这个内容听懂了,你就是股权的高手,如果有人要加入你们公司或者做股权激励,那这些新增的股东是增资扩股进来好呢,还是股权转让进来？

　　As long as new shareholders join, if you understand the video of Teacher Zhou and the content on the blackboard, you are a master of equity. If someone wants to join your company or do equity incentives, should these new shareholders increase their capital and shares, or transfer their equity?

　　好,我们现在来看这两种方法,第一种方法叫股权转让,那第二种呢，叫增资扩股,那这两种方法对应产生的结果是什么？

　　Okay, now let's take a look at these two methods. The first method is called equity transfer, and the second method is called capital increase and share expansion. What are the corresponding results of these two methods?

　　我们先来看第一种股转,举个例子,甲公司有两个股东,A 占60%,B 占40%,现在有一个 C 股东要进来,有两种方法,第一是股权转让,买别人的股权进来,第二是增资扩股,对甲公司进行增资,我们现在假设 C 要进来20%,那 C 这20%从谁身上出呢,现在可以 A 卖给他,也可以 B 卖给他,现在假设 A 要卖给他20%,就变成了4 A ,转让20%的股权给 C ,那 A 就变成了40%,C 持有甲公司20%,那这个时候就变成了 A 40,b 40， c20%,就周老师这么简单的一个问题，好了,就是因为简单,我们很多人才掉坑里去,这条视频最关键的事情就是,我们很多人就在简单的地方犯了错误。

　　Let's first take a look at the first type of stock transfer. For example, Company A has two shareholders, A accounts for 60% and B accounts for 40%. Now there is a C shareholder who wants to come in, and there are two methods. The first is equity transfer, buying someone else's equity to come in. The second is capital increase and share expansion, increasing the capital of Company A. Assuming that C wants to come in 20%, who will give C the 20%? Now A can sell it to him, or B can sell it to him. Now assuming that A wants to sell 20% to him, it becomes 4 A. Transfer 20% of the equity to C, then A becomes 40%, C holds 20% of Company A, then it becomes A 40, b 40, c 20%, just like Teacher Zhou did. A simple question, well, it's because of simplicity that many of us fall into the trap. The key thing about this video is that many of us make mistakes in simple places.

　　那这里面存在一个最重要的问题,我们现在啊， a man 的按照多少的价格卖给 C 呢,我们假设公司的注册资本金是1000万,那按照道理来说,A 要卖20%给 C ,对应的20%是多少钱呢,200万,但是你要知道能不能按200万卖给他呢,股权转让不得低于净资产,家一定要记住哦,所以说你要看你们公司净资产数是多少,不能低于它哦,那假设这家公司的净资产数是2000万,注册资本金1000万,净资产2000万,证明这家公司这些年怎么样赚钱了,那么这个时候转让价格是多少呢,净资产是2000万,20%应该是多少呢,应该是400万呢,所以说我们到工商局去做股转手续之前,先要过什么关呢？

　　There is a most important question here. What price should we sell A Man to C at now? Assuming the registered capital of the company is 10 million yuan, theoretically speaking, A needs to sell 20% to C, and the corresponding 20% is 2 million yuan. However, you need to know if it is possible to sell it to him for 2 million yuan. The equity transfer must not be lower than the net assets, so you need to see what the net assets of your company are, and it cannot be lower than it. Assuming the net assets of this company are 20 million yuan, the registered capital is 10 million yuan, and the net assets are 20 million yuan, which proves how the company has made money in recent years, what is the transfer price at this time? The net assets are 20 million, what should 20% be? It should be 4 million, so what are the procedures we need to go through before going to the Industrial and Commercial Bureau to complete the stock transfer procedures?

　　先要过税务这一关,所以说我们正确的顺序是什么,先要去做纳税申报,税务做完了,拿到这个纳税记录,完税记录才能到工商，做工商变更,所以说他是第一顺序,那因此，那这个时候就要涉及到税费了,你的转让价格不能低于净资产2000万,净资产2000万对应20%就是400万,那可不可以高呢,可以高你一个亿转让都可以,但是你会发现你价格越高怎么样,税负越大呀,那因此要交多少税呢,你要知道我们转让价格是多少,400万,但是我们有成本价呀,A 当年持有他们公司60%,掏了600万,对应的20%成本价是多少呢,200万,那因此，哎,交易价不能低于400万,我们按最低的价格,400万减去成本价,200万乘以多少呢,20%,那也就意味着200万乘以20%,等于多少呢,40万的税赋,所以说这个股权转让面临的第一个问题,他需要交40万的什么税,看明白了吗,所以说你会发现你把股权卖给他,谁要交税,哎呀，谁获益谁交税,那看起来400万的转让价款 A 到手只剩多少呢,只剩了360万,其中有40万怎么样？

　　We need to pass the tax clearance first, so what is the correct order for us? First, we need to do tax declaration. After the tax is completed, we need to obtain this tax record before going to the industrial and commercial bureau for industrial and commercial changes. Therefore, it is the first order. So, at this point, taxes and fees will be involved. Your transfer price cannot be lower than 20 million yuan for net assets. 20% of net assets corresponds to 4 million yuan. Can it be high? You can transfer one billion yuan higher, but you will find that the higher the price, the greater the tax burden. So, how much tax do you have to pay? You need to know what our transfer price is, 4 million yuan, but we have a cost price, At that time, A held 60% of their company and paid 6 million yuan. What was the corresponding 20% cost price? 2 million yuan. Therefore, the transaction price cannot be lower than 4 million yuan. Let's take the lowest price, which is 4 million yuan minus the cost price. 2 million yuan multiplied by how much? 20%, which means 2 million yuan multiplied by 20% equals 400000 yuan in taxes. So the first problem facing this equity transfer is that he needs to pay 400000 yuan in taxes. Do you understand? So you will find that if you sell the equity to him, who will pay taxes? Oh, who benefits from it will pay taxes. So it seems that A only has 3.6 million yuan left in the transfer price of 4 million yuan, and what about 400000 yuan? The sentence is:?

　　交税了,那第二个，这个钱给谁了呢,那 C 花了400万买了股权,股权给谁了,给 A 了呀,所以说钱进谁的口袋呢,哎，股权转让，记住钱进股东啊,那你想一想,你作为这个投资人 C 来说,你愿意钱进股东还是钱进甲公司好,那我相信大部分的投资人都希望钱进甲公司啊,因为我把400万投到甲公司,甲公司可以拿着400万招兵买马，扩大经营,让甲公司赚得更多呀,现在钱给谁呢,给了 A ， A 有没有可能套现走人了呢,所以说大部分的投资人是不希望老股东套现,希望进前进公司,公司继续扩大经营,自己能够多分钱多赚钱嘛,所以说你会发现股转有两个问题,一个问题是有什么税负,税负的计算方法在这里,第二个，前进公司,那我们再来看增资扩股还是这家公司,甲公司好了,A 呢占多少,60%,B 占多少呢,B 占40%,现在甲公司注册资本金依然是1000万,现在 C 要投多少呢,C 要投20%进来啊,谁要投20%进来,现在我们不用第一种股权转让,我们做第二种叫增值，什么扩股,那这个时候我们需要增资扩股,钱进谁的口袋,钱进甲公司的口袋,那这个时候这2%是从谁身上冲呢,从他们俩身上进行同比例，什么西施,哎。

　　I've paid taxes, but for the second one, who did the money go to? C spent 4 million yuan to buy equity, who did the equity go to, and it went to A. So, whose pocket does the money go into? Hey, equity transfer, remember that the money goes into the shareholders. Think about it, as an investor C, do you prefer the money to go into the shareholders or into Company A? I believe most investors want the money to go into Company A because if I invest 4 million yuan in Company A, Company A can use it to recruit and expand its operations, making Company A earn more. Now, who do you want the money to go into? I gave it to Company A Is it possible to cash out and leave? Therefore, most investors do not want their old shareholders to cash out and hope to join Qianjin Company, which will continue to expand its operations and earn more money. So, you will find that there are two problems with stock conversion. One is what tax burden there is, and the calculation method of tax burden is here. The second is Qianjin Company. Let's take a look at whether to increase capital and expand shares or this company. Company A is better, How much does A account for, 60%? How much does B account for, 40%? The registered capital of Company A is still 10 million yuan. How much does Company C need to invest now? C needs to invest 20%. Who needs to invest 20%? Now we don't need the first type of equity transfer. We do the second type, which is called appreciation and share expansion. At this time, we need to increase capital and share expansion. Who will the money go into, and who will the money go into Company A's pocket? At this time, who will be responsible for the 2%? We will use the same proportion from both of them. What kind of Western strategy? Ah.

　　第一种谁慢,谁的股权减少,第二种，两个人同比例稀释比例就减少,那他的股权是多少呢,哎，60%被20%稀释还剩多少呢,48%,有没有同学知道这个48是怎么算出来的呢,知道这个48怎么算出来的,可以在评论区打出来啊,我们很多同学说,老师，我小时候数学就不好啊,你要会算哦,那这个40%变成多少呢,40%变成32%,那这个时候 C 持有它多少呢,C 持有它20%,唉，你加一下48+32,加20%，诶,还是百分之百,看明白了吗,所以说到底别人针织或骨是怎么稀释的,哎，稀释完还剩多少,一定要学会算这个数哦,好了,那现在来看,C 的20%应该投多少钱呢,你说周老师甲公司注册资本金是多少呢,是1000万,那这个1000万,那我要投多少呢,我要想占到20%,是不是投200万呢,好，我们先来看啊,你说周老师这么简单的事情,我能做错吗,好了，我告诉你,你依然会做错。

　　The first type is when someone is slow and their equity decreases. The second type is when two people dilute their equity in the same proportion and their equity decreases. What is their equity? Hey, how much is left after 60% is diluted by 20%? 48%. Do any students know how to calculate this 48? Do you know how to calculate this 48? You can type it in the comment section. Many of us classmates say, 'Teacher, I was not good at math when I was a child. If you can calculate it, how much does 40% become? 40% becomes 32%. At this time, how much does C hold it?', C holds 20% of it, sigh, if you add 48+32, add 20%, sigh, it's still 100%. Do you understand? So, in the end, how do others dilute knitting or bone? Sigh, how much is left after dilution? You must learn to calculate this number. Alright, now let's look at how much money C should invest for 20%. What is the registered capital of Company A, Mr. Zhou? It's 10 million. How much do I need to invest? If I want to occupy 20%, should I invest 2 million? Alright, let's take a look first. Can I make a mistake with Mr. Zhou's simple matter? Alright, I'll tell you, you will still make a mistake.

　　你会发现骨转居然有这么多的细节,这么多的门道,针织也是呀,就小小一个增值,90%的人都做错了,90%,别人投资你,你都已经亏过了,而你们会发现,如果假设 C 投200万,谁的200万会进谁的口袋,诶，股权转让，钱进股东,增资扩股呢,钱进公司的,那因此如果是200万增资扩股,公司就变成多少呢,就变成了1200万,请问200万占1200万的20%吗,不占,那看懂了吗,所以说 C 应该掏多少钱进来,不是200万,200万是什么的,是错误的,那应该谁掏多少钱,你会发现我原来做错了呀,那应该怎么做呢。

　　You will find that Bone Transfer has so many details and tricks, including knitting. It's just a small increase in value, 90% of people are wrong, and 90% of others have already lost money when they invest in you. And you will find that if C invests 2 million, whose 2 million will go into whose pocket, hey, equity transfer, money goes to shareholders, capital increase and expansion, money goes into the company. Therefore, if it's 2 million capital increase and expansion, how much will the company become? It becomes 12 million. Do you understand that 2 million accounts for 20% of 12 million? So, how much money should C invest, not 2 million? What is 2 million? It's wrong. Who should pay how much? You will find that I made a mistake. So what should I do.

　　我们设 C 投的钱为 X ,不知道 C 要想占20%多少呢,不知道要投多少钱,不知道我们就设为 X 吗,X 除以原来是多少呢,注册资本金是1000万,增资扩股之后,这个 X 会进入甲公司,那就加上 X ,那等于多少呢,我希望占20%,那算出来 X 等于多少呢,250万,那看懂了吗,C 要想占甲公司增资扩股20%,占20要投多少钱,要投250万,不是你们想象的200万,看明白了吗,如果你看完这条视频,身边的朋友也要投你20%,没有学到这条视频之前,你认为朋友投200万就可以占你20%,学完之后,你告诉他投多少钱才能赚250万,你多收了多少钱,50万,周老师，这条视频对你来说值多少钱,50万的呀,我们很多人有没有想过,你原来朋友投你,你已经亏过了,这就是知识的魅力,这就是知识的价值,那这个时候啊，非要投250万进来,250万投到甲公司,公司增资扩股,注册资本金到工商变更登记为多少,1250万,那这个时候他的250万,赚1250万的20%。

　　We set the amount of money invested by C as X. We don't know how much C wants to account for 20%, how much money we want to invest, so let's set it as X. What is X divided by the original amount? The registered capital is 10 million. After the capital increase and share expansion, this X will enter Company A. So add X, how much does it equal? I hope to account for 20%. So, how much does X equal? 2.5 million. Do you understand, If C wants to increase capital and expand shares of Company A by 20%, how much money does it need to invest? It needs to invest 2.5 million yuan, not the 2 million yuan you imagine. Do you understand? If you watch this video, your friends around you also need to invest 20% in you. Before learning this video, you thought that your friends could invest 2 million yuan to occupy 20% of you. After learning it, tell them how much money you can invest to earn 2.5 million yuan. How much extra money did you receive? 500000 yuan. Teacher Zhou, how much money is this video worth to you? 500000 yuan? Have many of us ever thought about it? If your friend invested in you before, you have already lost money. This is the charm of knowledge, the value of knowledge. At this time? If we insist on investing 2.5 million yuan, we will invest it in Company A. The company will increase its capital and expand its shares, and the registered capital will be changed to 12.5 million yuan in the industrial and commercial registration. At this time, his 2.5 million yuan will earn 20% of the 12.5 million yuan.

　　哎,发现了没有,那因此这个时候有没有税呢,那我要把这个钱投到甲公司,有没有税呢,没有税,唉，无税,股权转让交多少的税,20%,增资扩股交多少税,无税,当然有一个印花税啊,我们忽略不计,万分之五和万分之2.5的印花税,唉，除了这个印花税以外是无税的,那你作为投资人 C ,你会选择股转还是增值扩股,我们对比一下,第一，股权转让要交什么,20%的税,增资扩股怎么样,几乎是无税,第二，股权转让,钱进谁的口袋,进股东的口袋,唉，股东套现走人,增资扩股，钱进谁的口袋,进公司的口袋,持续招兵买马扩大经营

　　Hey, did you find out? So, is there any tax at this time? I want to invest this money in Company A. Is there any tax? No tax, sigh, no tax. How much tax is paid for equity transfer, 20%? How much tax is paid for capital increase and share expansion, no tax? Of course, there is a stamp duty, which we ignore. There are stamp taxes of 0.05% and 2.5%. Sigh, besides this stamp duty, there is no tax. As Investor C, would you choose to invest in equity transfer or value-added share expansion? Let's compare. Firstly, what is the tax for equity transfer? What is the tax for capital increase and share expansion? Almost no tax. Secondly, for equity transfer, whose pocket does the money go into? Go into the pockets of shareholders, sigh, shareholders cash out and leave, increase capital and expand shares, whose pocket does the money go into, into the pockets of the company, continue to recruit troops and expand operations

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