提到持股平臺(tái)，很多人都知道有限合伙。的確，自從2006年合伙企業(yè)法修訂以來，有限合伙在大大小小中國企業(yè)的股權(quán)架構(gòu)或投資模式里面，扮演了重要角色。但是，它不是萬能的，用錯(cuò)了可能會(huì)給企業(yè)帶來巨大稅務(wù)損失或其他風(fēng)險(xiǎn)。因此，要用有限合伙，先要弄清楚它的優(yōu)勢(shì)效果、適用場景、稅政邏輯、潛在弊端四個(gè)關(guān)鍵問題。

When it comes to shareholding platforms, many people know about limited partnerships. Indeed, since the revision of the Partnership Enterprise Law in 2006, limited partnerships have played an important role in the equity structure or investment models of Chinese enterprises of all sizes. However, it is not omnipotent, and using it incorrectly may bring huge tax losses or other risks to the enterprise. Therefore, in order to use a limited partnership, it is necessary to first clarify four key issues: its advantages and effects, applicable scenarios, tax policy logic, and potential drawbacks.

巧用有限合伙平臺(tái)的優(yōu)勢(shì)效果，四兩撥千斤，典型案例莫過于馬老板對(duì)螞蟻金服的掌控模式了。在這個(gè)巧妙運(yùn)籌里，馬老板的持股平臺(tái)云鉑公司疊加若干層有限合伙，一千萬注冊(cè)資本便撬動(dòng)了螞蟻金服萬億帝國，股權(quán)杠桿效應(yīng)可見一斑。分析其股權(quán)結(jié)構(gòu)可以看到，有限合伙通過組合設(shè)計(jì)，至少發(fā)揮了四個(gè)效果：一是老板可以分身當(dāng)GP和LP，控制權(quán)和收益權(quán)兩不耽誤；二是股東分類裝入不同池子，方便管理并約定退出機(jī)制；三是合伙企業(yè)GP只需在持股平臺(tái)公司層面更換，保持下面各主體股權(quán)穩(wěn)定；四是架設(shè)風(fēng)險(xiǎn)隔離墻，避免經(jīng)營風(fēng)險(xiǎn)傳導(dǎo)給老板個(gè)人。

The advantages and effects of using a limited partnership platform skillfully, with a typical example being Mr. Ma's control mode over Ant Financial. In this clever operation, Mr. Ma's shareholding platform, Cloud Platinum Company, is stacked with several layers of limited partnerships. With a registered capital of 10 million, it leverages Ant Financial's trillion dollar empire, demonstrating the equity leverage effect. By analyzing its equity structure, it can be seen that limited partnerships have achieved at least four effects through combination design: firstly, the boss can act as both GP and LP, without compromising control and income rights; Secondly, shareholders are classified and placed in different pools to facilitate management and agree on exit mechanisms; Thirdly, the partnership enterprise GP only needs to be replaced at the level of the holding platform company to maintain the stability of the equity of the following entities; The fourth is to install a risk isolation wall to prevent business risks from being transmitted to individual bosses.

有限合伙做持股平臺(tái)，主要在三個(gè)場景使用，包括權(quán)錢分離防小人、員工股權(quán)激勵(lì)、特定需求下的節(jié)稅套現(xiàn)。說到權(quán)錢分離，就得說小股東直接持股的風(fēng)險(xiǎn)。有家上市公司叫天地?cái)?shù)碼，上市前有兩個(gè)合計(jì)直接持股比例不到6%的小股東，因?yàn)槟撤N原因，在公司申報(bào)上市時(shí)搗亂，對(duì)公司申報(bào)上市的全部議案投反對(duì)票且拒不出具與上市有關(guān)的全部承諾，直接引發(fā)證監(jiān)會(huì)的關(guān)注并在反饋意見中提出質(zhì)疑，如果拖延周期較長，就會(huì)給公司上市帶來時(shí)機(jī)錯(cuò)失的風(fēng)險(xiǎn)。其次，有限合伙是員工股權(quán)激勵(lì)的天然工具，能同時(shí)滿足老板控制權(quán)、股東管理簡單、員工收益稅籌三大訴求。再次，有限合伙還可以起到利用稅收洼地節(jié)稅的效用，曾經(jīng)的霍爾果斯、烏魯木齊、江西鷹潭，后來的寧波保稅港、海南洋浦都是例子，財(cái)政返還疊加核定征收，用好了節(jié)稅可觀，比如當(dāng)年的海康威視，通過遷址、變性、減持一撥兒操作，直接將股東們的套現(xiàn)稅負(fù)從2個(gè)多億降低到了不到一個(gè)億。

A limited partnership serves as a shareholding platform and is mainly used in three scenarios, including separation of rights and money to prevent malicious behavior, employee equity incentives, and tax saving cash out under specific needs. When it comes to the separation of power and money, we have to talk about the risk of small shareholders directly holding shares. There is a listed company called Tiandi Digital. Before going public, there were two small shareholders with a total direct shareholding ratio of less than 6%. For some reason, they caused trouble during the company's application for listing, voted against all proposals related to the company's application for listing, and refused to provide all commitments related to the listing. This directly attracted the attention of the China Securities Regulatory Commission and raised doubts in the feedback. If the delay period is long, it will bring the risk of missing the opportunity for the company to go public. Secondly, limited partnership is a natural tool for employee equity incentives, which can simultaneously meet the three major demands of boss control, simple shareholder management, and employee income tax. Thirdly, the limited partnership can also play a role in tax saving by making use of tax depressions. The former Khorgos, Urumqi, Jiangxi Yingtan, and later Ningbo Free Trade Port and Hainan Yangpu are all examples. The financial returns are superimposed on the verified collection, which makes good use of the considerable tax savings. For example, the current year's Hikvision directly reduced the tax burden of shareholders' cash out from more than 200 million to less than 100 million through relocation, denaturation, and share reduction.

有限合伙有其獨(dú)特的稅政邏輯，可以簡單總結(jié)為“合伙企業(yè)不繳納所得稅”。舉例來說，劉關(guān)張三兄弟實(shí)繳100萬元設(shè)立了桃園合伙，然后桃園合伙投資設(shè)立蜀漢公司，蜀漢公司猥瑣發(fā)育，到頭來800萬元賣給了司馬老板，假設(shè)沒有其他額外成本之下凈賺700萬元，分給三兄弟。在這個(gè)過程中，資金是從司馬老板給到桃園合伙，再由桃園合伙分紅到劉關(guān)張，但納稅則直接由合伙人負(fù)擔(dān)，比較有限公司少了一道企業(yè)所得稅，避免了重復(fù)征稅問題。

Limited partnerships have their unique tax policy logic, which can be simply summarized as "partnership enterprises do not pay income tax.". For example, Liu Guanzhang and his three brothers paid in 1 million yuan to establish Taoyuan Partnership, and then Taoyuan Partnership invested in the establishment of Shuhan Company. Shuhan Company was indecent and developed, and in the end, 8 million yuan was sold to Sima Boss. Assuming there were no other additional costs, they made a net profit of 7 million yuan and distributed it to the three brothers. In this process, the funds are transferred from Mr. Sima to Taoyuan Partnership, and then the dividends are distributed to Liu Guanzhang by Taoyuan Partnership. However, the taxes are directly borne by the partners, which reduces the corporate income tax for limited companies and avoids the problem of double taxation.

需要注意的是，有限合伙雖然可以避免重復(fù)征稅，但同時(shí)也存在另外三大潛在風(fēng)險(xiǎn)：一是股東轉(zhuǎn)股退出的稅收政策不確定，區(qū)分財(cái)產(chǎn)轉(zhuǎn)讓所得與經(jīng)營所得的稅目，稅率和最終稅負(fù)差異較大；二是股東持有期轉(zhuǎn)投資或轉(zhuǎn)增注冊(cè)資本會(huì)面臨視同分紅繳納個(gè)稅的問題；三是可能享受不了針對(duì)直接持股股東的稅收優(yōu)惠政策，這點(diǎn)在許多地方政府的執(zhí)行口徑中廣泛存在，搞不好為了節(jié)稅卻最終增加了稅負(fù)。

It should be noted that although limited partnerships can avoid double taxation, there are also three potential risks: firstly, the tax policy for shareholder equity conversion and exit is uncertain, and there is a significant difference in tax rates and final tax burden between property transfer income and operating income; Secondly, shareholders may face the problem of paying personal income tax as dividends when transferring their holding period to investment or increasing their registered capital; The third possibility is that they may not be able to enjoy tax incentives for direct shareholders, which is widely observed in the implementation guidelines of many local governments. It is possible that in order to save taxes, they may ultimately increase their tax burden.