股权激励方案落地执行
十年股权整理解决方案落地实施

如果经营一家公司，您觉得是单打独斗好还是合伙创业好？显而易见，单打独斗创业的人都没有什么好结果。如今是一个资源整合的年代，您有技术、人脉，他有资源、资金，大家合起来就是优势互补，比一个人单干强太多了。一旦合伙开公司，就一定会涉及股权问题，对于股权，您了解多少呢？

If you run a company, do you think it's better to work alone or to start a business in partnership? It is obvious that those who start their own businesses alone have no good results. Nowadays is an era of resource integration. You have the technology and network, as well as the resources and funds. Together, everyone has complementary advantages, which is much stronger than working alone. Once a partnership is established, it will inevitably involve equity issues. How much do you know about equity?

一股权分配要做到大而不独

Equity distribution should be large and not exclusive

创业，通常都是跟熟悉的人开始的，是朋友是兄弟是闺蜜，跟自己熟悉的人一起创业并没有问题，在合作上更加容易磨合，但大的禁忌就在于股权的平均分配。

Entrepreneurship usually starts with familiar people, whether they are friends, brothers, or girlfriends. It is not a problem to start a business with familiar people, and cooperation is easier to reconcile. However, the big taboo is the equal distribution of equity.

一般来说，兄弟之间一起创业，总会觉得，我们之间什么关系，和其他那些闹翻的人大不一样，于是两人创业，每人50%，三人创业，每人33.3%，四人创业，每人25%，公平公正公开还不伤和气。但这往往注定创始人之间会有一场分家散伙的厮杀大战。

Generally speaking, when brothers start a business together, they always feel that our relationship is different from those of those who fall out. So, two people start a business, 50% each, three people start a business, 33.3% each, and four people start a business, 25% each. Fairness, fairness, and openness are not harmful to harmony. But this often means that there will be a fierce battle between the founders, where they will be separated from each other.

创业的时候，公司每天都面临的极大的不确定性，这就要求初创企业在短时间内做出大量决策。如果合伙人之间意见不和，谁是领导？谁来决策？两人创业听谁的？三人创业谁是老大？

When starting a business, companies face great uncertainty every day, which requires startups to make a large number of decisions in a short period of time. If there is disagreement among partners, who is the leader? Who makes the decision? Who will listen to when two people start a business? Who is the boss of a three person entrepreneurship?

所以在股权的结构上，一定要有人说了算，主要创始人的股权一定要在50%以上，拥有公司的绝对控制权，否则在意见不一致的情况下，寸步难行。

Therefore, in terms of equity structure, someone must have the final say. The equity of the main founder must be more than 50% and have the absolute control of the company. Otherwise, it will be difficult to move forward in case of disagreement.

那我占98%的股权，你和他各1%可以吗？当然不行，这样的股权结构，意味着另外两个人，根本就不是你的合伙人，你会找一个比你弱98倍的人做合伙人吗？这么低的股份，他们根本就没有为公司奋斗的动力。这就是股权结构的“大而不独”。

Can I own 98% of the equity, and you and he each hold 1%? Of course not, such an equity structure means that the other two people are not your partners at all. Would you find someone 98 times weaker than you as a partner? With such low shares, they have no motivation to fight for the company at all. This is the "big but not unique" equity structure.

二股权用得好，公司赚钱少不了

Good use of secondary equity is essential for the company to make money

要如何分配股权才合理？一般对于刚创业还未分配股权的，可以采用7:2:1、6:3:1、6:2:2、5:3:2这样的分配模式。总之就是第一大股东的占股比要在50%以上，要大于或等于其他股东的股权相加，而第二股东的股权不能少于10%，这样就能做到大而不独。

How to allocate equity reasonably? For those who have just started a business and have not yet been allocated equity, distribution models such as 7:2:1, 6:3:1, 6:2:2, and 5:3:2 can be adopted. In short, the first largest shareholder should have a shareholding ratio of over 50%, which should be greater than or equal to the sum of the equity of other shareholders, while the equity of the second shareholder cannot be less than 10%, so as to achieve the goal of being large and not independent.

当年“真功夫”的股权大战，就是因为两大创始人潘宇海与蔡达标的股权占比都是50%，进而矛盾激化，终在潘宇海“举报”下，蔡达标锒铛入狱。因此股权均分就是大的误区。

The equity battle of "True Kung Fu" in the past was intensified due to the fact that the two founders, Pan Yuhai and Cai Baida, both held 50% of the shares, which led to the escalation of the conflict. Finally, Cai Baida was arrested and imprisoned under the "report" of Pan Yuhai. Therefore, sharing equity equally is a big misconception.

那么对于那些已经均分股权的创业公司该怎么办？海底捞就是一个可以借鉴的例子。海底捞初的创始人有4个，为两男两女，后来这4人也恰好组成了两个家庭。

So what should be done for startups that have already split their equity equally? Haidilao is an example that can be used for reference. There were four founders of Hai Di Lao Chu, two men and two women, who later formed two families.

海底捞在颇具规模之后，能力出众的张勇先是把两位女股东辞掉，然后让施永宏退出公司管理，并让出18%的股权。在掌握公司控制权后，张勇才有足够的号召力，带领海底捞一路攀升，终于在2018年海底捞成功上市，原来的两对创始人也收到了大量的分红。

After Hai Di Lao gained considerable scale, Zhang Yong, who had outstanding abilities, first fired two female shareholders and then asked Shi Yonghong to withdraw from the company's management and relinquish 18% of the equity. After gaining control of the company, Zhang Yong had enough appeal and led Hai Di Lao to climb all the way. Finally, Hai Di Lao successfully went public in 2018, and the original two founders also received a large amount of dividends.

三科学的股权架构特点

The characteristics of the equity structure of the three sciences

1. 仅一个核心股东：也就是只有一个主导者，如果股东当中谁说话都算数，那就等于说话都不算数，意见不合容易掐架散伙。

1. Only one core shareholder: That is to say, there is only one leader. If anyone among the shareholders keeps their word, it is equivalent to not keeping their word, and disagreements can easily lead to arguments and disbandment.

2. 股权结构简单清晰：“简单”是指股东不要太多人，初创公司科学的配置是3个人，这样在沟通方面会有缓冲地带，“清晰”是指股东数量和股比、代持人、期权池等。

2. Simple and clear equity structure: "Simple" refers to not having too many shareholders, and the scientific allocation of three people in a startup company will provide a buffer zone in communication. "Clear" refers to the number and proportion of shareholders, proxy holders, option pools, etc.

3. 股东能力、资源互补：股东之间好能彼此互相帮衬，如果几个人能力很相近，那在决策中争执是不可避免的。

3. Shareholder capability and resource complementarity: Shareholders can complement each other well, and if several people have similar abilities, disputes in decision-making are inevitable.

4. 股东之间相互信任：彼此各自独当一面，每个人发挥自己做大的能力去做事，互相不干涉，并且彼此信任。

4. Mutual trust among shareholders: each party takes on their own responsibilities, each person uses their own abilities to do things bigger, does not interfere with each other, and trusts each other.

四如何做好股权设计

How to do a good job in equity design

真格基金的创始人徐小平曾说过：合理的股权设计的重要性超过了商业模式和行业选择，比你是否处于风口更重要。

Xu Xiaoping, the founder of Zhenge Fund, once said: The importance of reasonable equity design goes beyond business models and industry choices, and is more important than whether you are in the forefront.

大部分初创公司前期股权分配不合理，那么就相当于患有“先天性心脏病”，一旦到后期爆发开来，那就是一个企业倒闭之时。

Most startups have unreasonable equity distribution in the early stages, which is equivalent to suffering from congenital heart disease. Once it erupts in the later stages, it is the time for a company to go bankrupt.

因此，作为企业老板、管理者、投资者、创业者，在经营企业或投资之前，对股权知识的学习是必不可少。

Therefore, as business owners, managers, investors, and entrepreneurs, learning equity knowledge is essential before operating or investing in a business.

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This article is dedicated by Shandong's top-level architecture design team. For more information, please click: http://www.lushangyun.com Sincere attitude. We will provide you with comprehensive services. We will gradually contribute more relevant knowledge to everyone. Stay tuned