Guangzhou Corporate & Commercial Lawyer

Corporate legal counsel provides a wide range of legal services, mainly including: 1) Legal consultation — answering legal questions arising from daily operations; 2) Contract review — reviewing and drafting various contracts and legal documents; 3) Legal risk prevention — identifying legal risks in business operations and providing preventive suggestions; 4) Dispute handling — participating in negotiation and mediation of commercial disputes, and representing litigation and arbitration; 5) Corporate governance — assisting with company establishment, equity design, articles of association formulation, etc.; 6) Legal training — providing legal knowledge training for employees; 7) Policy interpretation — tracking new laws and regulations and their impact on enterprises. The specific service content can be customized according to the scale and needs of the enterprise.

Corporate legal counsel fee standards are generally determined based on the scale of the enterprise, the scope of services, and the workload. Common billing methods include: 1) Annual fixed fee — a fixed amount per year, covering most daily legal services; 2) Basic fee plus piece-rate fee — a basic annual fee plus separate charges for major projects and litigation cases; 3) Hourly rate — charged based on actual working hours. The specific fee should be determined through consultation between both parties based on the actual situation of the enterprise and the service content. Haohang Law Firm adopts flexible and transparent charging standards, providing appropriate fee plans based on the scale and needs of different enterprises.

Equity structure design is crucial for the long-term development of a company. Key points to note include: 1) Equity allocation — reasonably allocate equity based on factors such as capital contribution, contribution, and role to avoid future disputes caused by unreasonable distribution; 2) Control right design — ensure stable control of the company through shareholding ratios, voting right arrangements, etc.; 3) Equity incentive — design equity incentive plans for core employees to attract and retain talent; 4) Exit mechanism — pre-agree on equity transfer and withdrawal mechanisms to ensure orderly equity changes; 5) Tax planning — consider the tax impact of equity design to reduce tax costs. It is recommended to have a professional lawyer design the equity structure based on the specific situation of the enterprise.

When a shareholder dispute arises, the following measures can be taken: 1) Internal consultation — shareholders first communicate and negotiate, and try to resolve the dispute through consultation; 2) Mediation and coordination — if direct consultation is difficult, a third party can be invited to mediate; 3) Shareholders meeting resolution — resolve the dispute through legal procedures such as shareholders meetings and board meetings in accordance with the company law and articles of association; 4) Litigation or arbitration — if consultation and mediation fail, a lawsuit may be filed with the court or arbitration may be applied for if there is an arbitration agreement. Common types of shareholder disputes include: equity confirmation disputes, dividend distribution disputes, shareholder right to know disputes, equity transfer disputes, company dissolution disputes, etc. It is recommended to consult a professional lawyer promptly to protect legitimate rights and interests while maintaining the companys normal operations as much as possible.

Enterprises can prevent contract legal risks from the following aspects: 1) Establish a contract management system — formulate contract approval processes and authority, and standardize contract signing procedures; 2) Develop standardized contract templates — formulate template texts for commonly used contracts to reduce risks caused by irregular drafting; 3) Pre-signing review — conduct qualification review and credit investigation on the other party, and review the legal risks of contract terms; 4) Performance tracking — track the performance status during contract execution, and promptly issue reminders and take measures for breach of contract; 5) Archive management — properly keep contract originals, correspondence records, and performance vouchers as evidence. It is best to have a professional lawyer participate in the whole process of contract review and management.

Common legal risks for SMEs include: 1) Contract risk — imperfect contract terms leading to disputes; 2) Labor risk — non-standard employment management leading to labor disputes; 3) Intellectual property risk — inadequate brand and technology protection leading to infringement or being infringed; 4) Tax risk — non-standard financial management leading to tax risks; 5) Equity risk — unreasonable equity structure leading to shareholder disputes; 6) Compliance risk — violation of industry regulations leading to administrative penalties; 7) Debt risk — difficulty in collecting receivables leading to capital chain problems. Many SMEs do not have full-time legal personnel and are more likely to have legal blind spots. Hiring a legal counsel is a cost-effective risk prevention measure.

Under the Company Law, under any of the following circumstances, a shareholder holding 10% or more of the voting rights of all shareholders may file a lawsuit with the court for dissolution of the company if the company encounters serious difficulties in its operation and management, its continued existence will cause major losses to shareholders interests, and the problem cannot be resolved through other means: 1) The company has been unable to hold a shareholders meeting for more than two years; 2) Shareholders cannot reach valid resolutions when voting, and the company has been unable to make effective shareholders meeting resolutions for more than two years; 3) The company directors have long-term conflicts that cannot be resolved; 4) Other serious difficulties in operation and management. Company dissolution is the last resort and should be carefully considered. It is advisable to explore other resolution channels first.

Labor law compliance is an important part of enterprise legal management. Key points include: 1) Labor contract signing — sign written labor contracts with employees within one month of employment to avoid double salary penalty; 2) Social security and housing fund — pay social insurance and housing fund in full amount and on time according to law; 3) Working hours and overtime — comply with regulations on working hours and overtime pay; 4) Rules and regulations — formulate legal and compliant employee handbooks and rules and regulations through democratic procedures; 5) Dismissal management — dismissal of employees must comply with legal procedures and conditions to avoid illegal dismissal compensation; 6) Non-compete and confidentiality — sign non-compete and confidentiality agreements with employees in key positions. Labor disputes have a high incidence rate, and it is important to standardize employment management to reduce risks.