股权激励方案落地执行
十年股权整理解决方案落地实施

受到磨合期多种因素的影响,创业公司合伙人退出是很正常的,为了避免在退出环节产生纠纷,如果事先约定好退出情形、退出方式、退出价格等,可以有效降低各方发生矛盾的概率,也有利于公司的稳定发展.

Due to various factors during the adjustment period, it is normal for partners of a startup company to withdraw. In order to avoid disputes during the withdrawal process, if the withdrawal situation, withdrawal method, and withdrawal price are agreed upon in advance, it can effectively reduce the probability of conflicts among all parties and also be conducive to the stable development of the company

从公司离开后一般不应持股,一般情况下,有限责任公司及其他股东不能强行要求离职的股东退股,除非股东因违反公司法被除名以及因其他事项导致

After leaving the company, shareholders should generally not hold shares. In general, limited liability companies and other shareholders cannot force departing shareholders to withdraw their shares, unless shareholders are expelled for violating company laws or due to other reasons

(1)需要退出的股权一般与人力资本出资有关

(1) The equity that needs to be withdrawn is generally related to human capital investment

人力资本出资后形成的股权,往往都带有特殊的人身依附性,股权的价值很大程度上取决于人力的贡献,晚清时期曾经红极一时的山西票号,其股份制度中的"顶身股"即承认人力股的存在,人在股在,离开后即应退还,这种理念现在依然适用,主要原因就是考虑到这种非货币及实物形式的财产,只有人员在岗期闻才能起到价值贡献的作用,如果离开公司,岗位更换为其他人,可能情配就会完全不同.

The equity formed after the contribution of human capital often has a special personal attachment, and the value of equity largely depends on the contribution of human resources. In the late Qing Dynasty, Shanxi Piaohao, which was once popular, recognized the existence of human resources through its stock system as the "top body stock". When people are in stock, they should be returned immediately after leaving. This concept still applies today, mainly because considering this non monetary and physical form of property, only when people are on duty can they play a role in value contribution. If they leave the company and change positions to other people, their situation may be completely different

股权被强制执行,股东应否特股跟是否在职没有必然的关联,不过,考虑到创业公司有自己的特殊性从公司离职后的股东继续持股可能会造成一些其他问题,对公司不利,因而会由各方自主约定退股的有关事项.

The compulsory execution of equity does not necessarily have a correlation between whether shareholders should hold special shares and whether they are employed. However, considering the unique characteristics of a startup company, continuing to hold shares from shareholders after leaving the company may cause some other problems that are detrimental to the company. Therefore, the relevant matters of withdrawing shares will be independently agreed upon by all parties

(2)创业公司的弹药是有限的

(2) The ammunition for start-up companies is limited

初期的创业公司,因为兑现不了太丰厚的货币报酬,股权就是招揽人才的硬通货,但股权数量是有限的,离职人员的股权若不退还,股权总池子就会减少,将来可用于员工激励的股权就会减少,不利于人才的聚集,同时,由于股权仍然归属离职人员名下,感觉上好像其他在职的股东仍在为他打工,对于创始人而言可能会有一种难以解开的情结.

In the early stages of startup companies, equity is a hard currency for recruiting talents because it cannot be redeemed with substantial monetary rewards. However, the number of equity is limited. If the equity of departing employees is not returned, the total pool of equity will decrease, and the available equity for employee incentives will decrease in the future, which is not conducive to talent gathering. At the same time, as equity still belongs to the departing employees, it feels like other shareholders are still working for them, which may create a difficult knot for the founder to unravel

(3)退出时应保证公平合理

(3) Ensure fairness and reasonableness when exiting

无论在感觉上怎么认为，离职人员持有的股权都是自己价值贡献的对价,是对曾经付出劳动的认可,如果各方商定同意退出股权,则应当要保证这些股权至少能够按照退出时点的公允价值予以兑现,公允价值可以参照公司近次的对外融资价格,或者参照公司近一期经审计的每股净资产价格确定,当然,也可以根据实际情况由各方协商在公允价值的基础上,以一定的溢价或者折价退出,具体价格主要取决于离职人员的历史贡献以及公司的支付能力和支付意愿等多种因素.

No matter how one feels, the equity held by departing employees is the consideration for their own value contribution and recognition of the labor they have put in. If all parties agree to withdraw the equity, it should be ensured that these equity can be cashed at least at the fair value at the time of withdrawal. The fair value can be determined by referring to the company's recent external financing price or the audited net asset price per share of the company in the recent period. Of course, it can also be negotiated by all parties based on the actual situation and exited at a certain premium or discount on the basis of fair value. The specific price mainly depends on the historical contribution of the departing employee and various factors such as the company's payment ability and willingness to pay

从公平角度,离职人员虽然不能享有离职之后的股权增值成果,但至少也要保证离职之前的贡献能够得到肯定;当然.可能会有人有疑问,是否通过货币方式投资获取的股权就可以一直持有?其实,这与付出何种资本换取股权没有很直接的关系,更多考虑是离职人员持有的股权是一种附条件的股权,这个条件就是在公司工作,如果离开公司,这个条件就消灭了,就不可以继续持股,完全是双方约定的结果,只不过,离职人员通过人力资本方式换取的股权,可以更容易理解这种条件的连贯性,如果他以货币或法律认可的其他方式出资同样也可以约定离职后不再持股,道理是一样的.

From a fair perspective, although departing employees may not enjoy the benefits of equity appreciation after leaving, they must at least ensure that their contributions before leaving are recognized; Of course. Some people may have doubts about whether equity obtained through monetary investment can be held for a long time? In fact, this is not directly related to the amount of capital invested in exchange for equity. More consideration is given to the fact that the equity held by the departing employee is a conditional equity, which means working in the company. If they leave the company, this condition is eliminated and they cannot continue to hold shares. It is entirely the result of mutual agreement. However, the continuity of this condition can be more easily understood when the departing employee exchanges equity through human capital. If they contribute in currency or other legally recognized ways, they can also agree not to hold shares after leaving the company, and the principle is the same

受到磨合期多种因素的影响,创业公司合伙人退出是很正常的,为了避免在退出环节产生纠纷,如果事先约定好退出情形、退出方式、退出价格等,可以有效降低各方发生矛盾的概率,也有利于公司的稳定发展.

Due to various factors during the adjustment period, it is normal for partners of a startup company to withdraw. In order to avoid disputes during the withdrawal process, if the withdrawal situation, withdrawal method, and withdrawal price are agreed upon in advance, it can effectively reduce the probability of conflicts among all parties and also be conducive to the stable development of the company

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