股权激励方案落地执行
十年股权整理解决方案落地实施

(1) 均等的股权结构

(1) Equal equity structure

为什么？因为不同的合伙人他对创业项目的贡献不一样，虽然你出100我出100大家出资是一样的，但在实际操作过程中每个人的擅长点不一样，贡献度就不一样，如果出资一样，贡献度不一样，在企业早期还是OK的，项目没做成就不讨论了，项目做成了合伙人会因为利益分配不均衡而出现

Why? Because different partners have different contributions to entrepreneurial projects, although you contribute 100 and I contribute 100, everyone contributes the same amount. However, in the actual operation process, each person's strengths and contributions are different, resulting in different levels of contribution. If the contributions are the same and not the same, it is still okay in the early stages of the enterprise. If the project is not achieved, it will not be discussed. Once the project is completed, partners may appear due to uneven distribution of benefits

(2) 一个股东绝对不可取

(2) A shareholder is absolutely not advisable

因为公司法规定一人有限责任公司的股东如果不能举证证明个人财产与公司财产是独立的将对公司债务承担连带责任。很多创业企业一开始的财务不规范，往往经不起审计，所以这个一人有限公司不可取。

Because the Company Law stipulates that if a shareholder of a one person limited liability company cannot provide evidence to prove that their personal property is independent of the company's property, they will be jointly and severally liable for the company's debts. Many start-up companies have irregular financial practices at the beginning and often cannot withstand auditing, so this one person limited company is not advisable.

(3) 五五分的股权结构

(3) A 50/50 equity structure

均等里面差的就是5：5分账，比如真功夫，通常这样的公司会陷入僵局，公司形不成有效的决议。因为公司法股东会会议作出修改公司章程、增加或者减少注册资本的决议，以及公司合并、分立、解散或者变更公司形式的决议，必须经代表三分之二以上表权的股东通过。

The only difference in equality is a 5:5 split. For example, in the case of true kung fu, companies like this often fall into a deadlock and cannot form effective resolutions. Because resolutions to amend the company's articles of association, increase or decrease registered capital, as well as resolutions to merge, divide, dissolve or change the company's form, must be passed by shareholders representing more than two-thirds of the voting rights.

通常的创业公司表决权都是按出资比例分配的，这种情况下，5：5的股权是无法形成股东会决议的，那么导致的局面就是一个股东控制公司财务章证照，另外一个股东逼急了就只能申请解散公司，但是解散公司也是有条件的，就是公司两年内不能形成有效的股东会决议，公司经营困难。终的结局就是两败俱伤。

Usually, the voting rights of start-up companies are distributed according to the proportion of their capital contributions. In this case, a 5:5 equity cannot form a shareholder meeting resolution, resulting in a situation where one shareholder controls the company's financial seal and certificate, while the other shareholder can only apply for dissolution if they are in a hurry. However, dissolution of the company also has conditions, which means that the company cannot form a valid shareholder meeting resolution within two years, making the company difficult to operate. The ultimate outcome is a mutual defeat.

对股权缺乏基本常识的，不仅仅是创业者，也包括大量非专业机构的投资人。比如，我们看到，有投资人投70万，创始人投30万，股权一开始简单、直接、高效、粗暴地做成70：30。但是，项目跑2年后，创始人认为，自己既出钱又出力，吭哧吭哧却干成了小股东，投资人只出钱不出力却是大股东，不公平。想找其他合伙人进来，却发现没股权空间。投资机构看完公司股权后，没有一家敢进。优秀合伙人与后续机构投资人进入公司的通道都给堵上了。

Those who lack basic knowledge about equity are not only entrepreneurs, but also a large number of non professional institutional investors. For example, we can see that investors invest 700000 yuan, founders invest 300000 yuan, and the equity is initially simple, direct, efficient, and rough at 70:30. However, after running the project for 2 years, the founder believed that he had contributed both money and effort, but managed to become a minority shareholder. Investors who only contributed money but did not contribute were the major shareholders, which was unfair. I wanted to find other partners to come in, but found that there was no equity space. After reviewing the company's equity, no investment institution dared to enter. The channels for excellent partners and subsequent institutional investors to enter the company have been blocked.

我们见过太多上市公司投资个三五百万，甚至有的孵化器投资个三五十万，都热衷于控股创业企业。他们认为，股权占的抢的越多越好。很多初创企业，一开始把股权当大白菜卖。等到公司启动融资，发现股权结构不对，想对股权架构进行调整时，发现微调早期投资人股权就是动人家价值三五百万的蛋糕，是活生生“烤”验人性。人性，又很难经得起“烤”验，结果经常是鸡飞蛋打。

We have seen too many listed companies invest three to five million yuan, and even some incubators invest three to five million yuan, all eager to control start-up enterprises. They believe that the more equity they hold, the better. Many startups initially sell their equity like cabbage. When the company started financing and found that the equity structure was not right, and wanted to adjust the equity structure, it was discovered that fine-tuning the early investor's equity was a cake worth three to five million yuan, which was a living "baking" of human nature. Human nature is difficult to withstand, and the result is often a flying egg.

根据统计数据，高达19.49%参与体检的创业企业由外部投资人控股。这些企业在未来招募合伙人与外部融资时，都会经历股权之痛。如果没有在创业早期调整股权结构，这会给后续合伙人与机构投资人进入添堵，进而限制了公司的发展。 from=search&spm_id_from=333.337.0.0 出处：bilibili

According to statistical data, up to 19.49% of entrepreneurial enterprises participating in physical examinations are controlled by external investors. These companies will experience the pain of equity when recruiting partners and external financing in the future. If the equity structure is not adjusted in the early stages of entrepreneurship, it will add obstacles to the entry of subsequent partners and institutional investors, thereby limiting the company's development.