股权激励方案落地执行
十年股权整理解决方案落地实施

　　山东企业股权分配避坑：告别 “一刀切”，按企业阶段定制分配方案

　　Avoiding pitfalls in equity distribution of Shandong enterprises: Say goodbye to the "one size fits all" approach and customize distribution plans according to enterprise stages

　　很多朋友经常拿着网上流行的家族公司、防火墙,公司、主体公司、运营公司这样的股权架构过来问我,这个股权架构好不好,这个说实话三两句说不清楚,一个公司一个情况,股权设计就不可能有一个,放之四海皆准的模板或者格式,所以我今天就给大家详细的说一说股权设计,当然我也不会说给大家一个框架、一个模板、一个答案,而是想给大家说一下,我作为一个专门做股权设计的导师,一个创业十几年的创业者,在做股权设计的时候会去考虑哪些要素,为什么我要去考虑那些要素,考虑到了那些要素以后,我该去怎么做,这其实才是股权设计的一个核心逻辑,今天要说的股权设计的考量要素一共有七个,内容有点长啊,大家听不完的,可以先点一个收藏以后慢慢听。

　　Many friends often come to me with popular online equity structures such as family companies, firewalls, companies, main companies, and operating companies to ask if this equity structure is good. To be honest, I can't explain it clearly in just a few sentences. For each company and situation, there cannot be a universal template or format for equity design. Therefore, today I will give you a detailed explanation of equity design. Of course, I won't give you a framework, a template, or an answer. Instead, I want to tell you as a mentor specializing in equity design, an entrepreneur with more than ten years of experience, what elements do I consider when doing equity design, and why do I need to consider those elements? After considering those elements, what should I do? This is actually a core logic of equity design, There are a total of seven considerations for equity design that we are going to talk about today. The content is a bit long, and if you can't finish listening, you can click on one to bookmark and listen to it slowly.

　　我们先说第一个考量要素,定式设计的目的,我们也叫用户需求,要做股权设计,一定要明白自己为什么要做股权设计,股权设计不能是因为别人都在做，你也做,这个逻辑不对,你一个人做什么股权设计对吧,公司它是一个有经营目的的市场主体,我们的经营行为应该是具备明确目的性的,公司不同阶段对股权设计有不同的诉求,所以在做股权设计前,我们最先要考虑的就是,我们为什么要去做股权设计,你比如公司早期,我们考虑的主要是快速决策机制,出资、分红、准入、退出这些问题,等到公司发展到一定阶段,我们考虑的问题就会集中在融资发展,权力制约、风险防控、税务筹划上,到了快上市的时候,我们考虑的就是上市的筹备、股权的清晰,资源的配置、股权激励,这些更宏观一些的内容,如果不能明确设计的诉求,那股权设计就是无根之源,不管设计得再好,他都不会对公司发展有价值,与其这样,那就不如不做。

　　Let's first talk about the first consideration factor, the purpose of fixed design, also known as user needs. When doing equity design, we must understand why we want to do it. Equity design cannot be done just because everyone else is doing it and you are doing it too. This logic is wrong. What equity design do you do alone? The company is a market entity with business purposes, and our business behavior should have clear purpose. The company has different demands for equity design at different stages. Therefore, before doing equity design, the first thing we need to consider is why we want to do equity design. For example, in the early stage of the company, we mainly considered the quick decision-making mechanism, investment, dividends, admission, and exit issues. When the company develops to... At a certain stage, the issues we consider will focus on financing development, power constraints, risk prevention and control In terms of tax planning, when it comes to going public, what we consider are the preparation for listing, clear equity, resource allocation, and equity incentives. These are more macro level contents. If the design requirements cannot be clearly defined, then equity design is rootless. No matter how well designed it is, it will not be valuable for the company's development. Instead, it is better not to do it.

　　第二个考量要素是资源配置,公司之所以成为被全世界都接受的市场主体形势,是因为公司的股权可以被释放,创始人可以通过股权的释放,来配置公司发展所必备的资源要素,比如创始人有技术但没钱,股权就可以给到有钱人,用来换取投资,比如公司需要绑定上下游,那股权就可以给到承载更多上下游的合伙企业,用来做股权激励,再比如公司需要剥离历史悠久,结构臃肿的传统部门,那就可以把它分出去做一个子公司,这些都是属于资源配置的股权设计问题,我之所以说股权是动态的,就是因为公司发展所需要的要素,在各个阶段它都是不一样的,我们需要通过不断地调整股权结构,来实现公司诉求利益的最大化。

　　The second consideration factor is resource allocation. The reason why a company has become a globally accepted market entity is that its equity can be released, and the founder can allocate the necessary resource elements for the company's development through the release of equity. For example, if the founder has skills but no money, the equity can be given to wealthy people to exchange for investment. For example, if the company needs to bind upstream and downstream, the equity can be given to partnership enterprises that carry more upstream and downstream for equity incentives. For example, if the company needs to divest its traditional departments with a long history and bloated structure, it can be separated into a subsidiary. These are all equity design issues related to resource allocation. The reason why I say equity is dynamic is because the elements needed for the company's development are dynamic. It is different at each stage, We need to continuously adjust our equity structure to maximize the company's desired benefits.

　　第三个考虑要素是权力分配的问题,我们因为资源配置,把股权分给了不同的人,甚至是陌生人,那公司最终就要由这些不同的人组成,一个股东会来控制,但人和人很难在所有市场保持一致,为了不让矛盾、纠纷、争议拖垮公司,也为了保障创始人的控制权和其他各方的权益,权力分配在股权设计当中就非常重要了,权力分配主要体现在几个层面上,第一个就是股东会层面,公司重大事项都要在股东会表决,创始人如何保障控制权,小股东如何实现投资权益,股东会的权利安排是个大学问,第二个层面是经营层权力安排,也就是董事、高管、法定代表人、男排,不同的岗位有不同的权利,像法定代表人的签字权,对公司控制就非常重要,实践中就有得法定代表人得天下的说法,第三个层面呢，是工具层面的一个权利安排,公司的公章、营业执照、 U 盾,这些工具对公司正常经营,甚至是控制有至关重要的作用,一旦缺失,很多事情就办不下去了,这些东西让谁来保管,如何来配置公司越大,它就越重要,我们做股权设计的时候,就要在这三个层面上做工作,确保大股东能有控制权,小股东的权益又有保障,既有决策还得有制衡。

　　The third consideration factor is the issue of power distribution. Due to resource allocation, we distribute equity to different people, even strangers. In the end, the company will be composed of these different people, and a shareholders' meeting will control it. However, it is difficult for people to maintain consistency in all markets. In order to prevent conflicts, disputes, and controversies from dragging down the company, and to protect the control rights of the founder and the rights of other parties, power distribution is very important in equity design. Power distribution is mainly reflected in several levels. The first level is the shareholders' meeting level, where major issues of the company must be voted on at the shareholders' meeting. How to protect the control rights of the founder, how to realize the investment rights of small shareholders, and the arrangement of the rights of the shareholders' meeting are major disciplines. The second level is the shareholders' meeting level. It is the arrangement of power among the management, including directors, executives, legal representatives, and male volleyball teams, Different positions have different rights, such as the signing power of the legal representative, which is very important for company control. In practice, there is a saying that the legal representative wins the world. The third level is the arrangement of rights at the tool level, such as the company's official seal, business license, and U-shield. These tools play a crucial role in the normal operation and even control of the company. Once they are missing, many things cannot be carried out. Who is responsible for keeping these things and how to allocate them? The larger the company, the more important it is. When we design equity, we need to work on these three levels to ensure that major shareholders have control and the rights of small shareholders are protected. We need to make decisions and balance them.

　　第四个考量要素呢，就是风险防控,目前市面上流行的防火墙公司,主要功能就是起到风险防控的作用,他这里防的风险主要指的是,股东在人格否认的情况下,要突破有限责任,承担连带责任,所以股权设计就要去防控这个风险,同时呢，从公司的角度看,控股股东也是有可能利用控股权,损害公司利益的,所以在做股权设计的时候,还要通过母子公司隔离,关联交易管理等手段,保障公司利益不受股东侵害。

　　The fourth consideration factor is risk prevention and control. The main function of popular firewall companies in the market is to play a role in risk prevention and control. The risk prevention here mainly refers to the situation where shareholders have to break through their limited liability and assume joint and several liability in the absence of personality denial. Therefore, equity design needs to prevent and control this risk. At the same time, from the perspective of the company, controlling shareholders may also use their controlling rights to harm the company's interests. Therefore, when designing equity, it is necessary to use measures such as parent subsidiary isolation and related party transaction management to ensure that the company's interests are not infringed by shareholders.

　　第五个考量要素是财税优化,现在很多人谈的这个家族公司,就是基于这方面的考虑设计的,主体公司分的钱,到了家族公司以后,不用交企业所得税,只要在家族公司花掉购买的资产了,就不用给自然人分红,也就不用交个税了,这个理论虽然是有一点道理,但这里面还有很多麻烦,利用家族公司花钱购置资产,容易导致股东公司人格混同,承担连带责任,所以这个点不是我们股权设计当中,财税优化的考量重点,我们所考量的重点应该是通过股权设计优化,出资、增资、合并、分立、关联交易、股权调整里面的财税问题,在里面做优化,这才是契合公司实际情况的一些。

　　The fifth consideration factor is financial and tax optimization. The family company that many people are talking about now is designed based on this consideration. The money distributed by the main company does not need to pay corporate income tax when it reaches the family company. As long as the assets purchased in the family company are spent, there is no need to distribute dividends to natural persons or pay personal income tax. Although this theory has some truth, there are still many troubles involved. Using the family company to spend money to purchase assets can easily lead to confusion in the personality of the shareholder company and joint and several liability. Therefore, this point is not the focus of consideration in our equity design for financial and tax optimization. Our focus should be on optimizing equity design through investment, capital increase, merger, division, related party transactions, and equity adjustment. Financial and tax issues need to be optimized internally, which is in line with the actual situation of the company.

　　第六个考量要素呢，是融资考量,不同阶段融资方式不一样,股权融资、债权融资、银行融资,股权杠杆、产权交易等等都可以融到资,但这些都要和股权设计结合在一起,这里有的是调整股权比例,有的是搭建多层架构,有的是做股权质押,如果要做,我们就要在股权设计当中提前做布局,第七个考量要素是合法合规,这个之所以放到最后,是因为它是最重要的,不管前面我们怎么天马行空的,想怎么充满创意的去设计,最终都要考虑到它的合规问题,比如我们之前说过,你想要在章程里面禁止股权转让,确保公司结构稳定,但这样的约定是无效的,再比如你们约定要用劳务出资,要用商誉出资,对不起,这个是明令禁止不能出资的,比如你想让监视去担任法定代表人,不好意思,这个也行不通,公司法不让这么干,所以股权设计的时候,一定要考虑这个设计,它是不是合法合规。

　　The sixth consideration factor is financing consideration. Different stages of financing have different financing methods, such as equity financing, debt financing, bank financing, equity leverage, property rights trading, etc., all of which can raise funds. However, these need to be combined with equity design. Some adjust the equity ratio, some build a multi-layer structure, and some do equity pledge. If we want to do it, we need to lay out the layout in advance in the equity design. The seventh consideration factor is legality and compliance. The reason why it is placed last is because it is the most important. No matter how imaginative and creative we design it earlier, we must ultimately consider its compliance issues. For example, as we mentioned before, if you want to prohibit equity transfer in the articles of association, Ensure the stability of the company structure, but such an agreement is invalid. For example, if you agree to use labor services to contribute capital, To use goodwill as capital, I'm sorry, but it is strictly prohibited. For example, if you want surveillance to serve as the legal representative, I'm sorry, this is also not feasible. Company law does not allow this, so when designing equity, it is important to consider whether the design is legal and compliant.

　　考量要素我们说了七个,那我们应该去怎么做呢,三个字,写协议,股权设计这个事,它的重点从来都不是设计本身,而是要依据股权设计的考量要素得出结果,然后把这些结果写到出资人协议里,所以大家可以理解成股权设计是一个想法,是一个思路,出资人协议或者是公司章程,才是设计的落脚点,只有设计,没有协议就是废纸,我们要把设计的内容转换成股东各方的权利义务,担心失去控制权,那你就在章程里加强控制权保障,担心分红权受侵害,那你就强调分红权保障,总之，不管你针对股权设计有什么样的想法,最终都要弄到章程里去,保证它合规才能起到真正作用,这就是我们今天给大家分享的,股权设计的一些内容,如果对您有帮助,记得点赞、收藏加关注

　　We have mentioned seven factors to consider, so what should we do? In three words, when it comes to writing agreements and equity design, the focus has never been on the design itself, but on deriving results based on the considerations of equity design, and then writing these results into the investor agreement. Therefore, everyone can understand that equity design is an idea, a train of thought. The investor agreement or the company's articles of association are the starting point of design. Only design, without an agreement, is useless paper. We need to transform the content of the design into the rights and obligations of all shareholders. If we are worried about losing control, we need to strengthen the protection of control rights in the articles of association. If we are worried about the infringement of dividend rights, we need to emphasize the protection of dividend rights. In short, no matter what you do about equity design, Any ideas need to be included in the articles of association to ensure compliance in order to have a real impact, This is some content about equity design that we are sharing with you today. If it is helpful to you, remember to like, bookmark, and follow

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　　This article is about the distribution of equity in Shandong enterprises and the contribution of friendship For more related knowledge, please click http://www.lushangyun.com/ Sincere attitude To provide you with comprehensive services We will gradually contribute more relevant knowledge to everyone Coming soon.