一:退出条款
1: Exit clause
这也是企业家合伙,很容易忽略的一个条款。跟朋友、跟亲戚喝了一顿酒,别人就把 打进来了。
This is also a clause that entrepreneurs can easily overlook in partnership. After drinking a meal with friends and relatives, others kicked him in.
很多这种情况下大家都是碍于面子,不愿意触碰这个底线问题。
In many cases, people are reluctant to touch this bottom line issue due to face saving.
但是正是因为你忽略的退出条款,才让你们公司今后有一天股东要退出的时候,无章可循,无计可查,
But it is precisely because of the exit clause you overlooked that one day when your company's shareholders want to exit, there will be no rules to follow and no plans to investigate,
只能在一起胡搅蛮缠,狼狈退出甚至求生不得求死不能。
We can only mess and tangle together, withdraw in a mess, and even struggle to survive.
退出条款怎么写?
How to write the exit clause?
锁定期。
Lock-in period.
规定三年内或五年内任何股东不能退出。
It is stipulated that no shareholder shall withdraw within three or five years.
退出条件。
Exit conditions.
如果股东有过错,退出,没收股权,
If the shareholders are at fault, withdraw and forfeit their equity,
如果股东无过错退出,设定回购价格。
If the shareholder withdraws without fault, set the repurchase price.
二:出资比例和占股比例条款。
2: Contribution ratio and shareholding ratio clauses.
并不是出多少 就可以占多少股,我们的出资比例完全可以和占股比例不一致。
We don't have to invest as many shares as we can, our contribution ratio can be completely different from the proportion of shares we hold.
并且可以根据公司发展的不同阶段做成动态。
And it can be dynamic according to the different stages of the company's development.
三:决策比例
3: Decision proportion
我持有公司30%,那我就想有30%的决策权吗?
I hold 30% of the company, do I want to have 30% decision-making power?
并不是出 多的就一定是公司的老大,并不是占股多的就一定说了算。
It is not necessarily that those who have more shares must be the boss of the company. It is not necessarily that those who have more shares must have the final say.
谁占多少股,想有多少的表决权,可以设定成同股不同权。
Who owns how many shares and wants how many voting rights can be set to have different rights for the same share.
第四:分红比例条款
Fourth: Dividend ratio clause
所有持有公司股权的低于50%以下的股东,必须把分红权条款写到你的公司章程里去,如果公司章程没有写公司什么时候分,怎么分,你说的完全不算。
All shareholders who hold less than 50% of the company's equity must include the dividend clause in your company's articles of association. If the company's articles of association do not specify when and how to divide the shares, what you say is completely irrelevant.
全凭借大股东个人心情,今天高兴就给你分一点,
Thanks to the personal emotions of the major shareholders, I will give you a little bit of joy today,
明年不开心就不给你分了。
I won't give you any points if I'm unhappy next year.
合伙创业一定要签好四个条款
Four terms must be signed for partnership entrepreneurship
退出条款
Exit clause
出资比例条款
Contribution ratio clause
决策比例条款
Decision proportion clause
分红比例条款
Dividend ratio clause
在你的股权协议当中必须包含这些,可以让你在合伙的道路上少走很多弯路。
These must be included in your equity agreement, which can help you avoid many detours on the path of partnership.
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