股权激励方案落地执行
十年股权整理解决方案落地实施

股东之间的合作基础是规则，开始合作之前一定要先签署股东协议，对退出机制、股东义务、决策机制以及企业方向四大问题作出约定，并制定具体实施办法，大家承诺共同遵守，才能确保公司的根基长治久安。

The basis of cooperation between shareholders is rules. Before starting cooperation, it is necessary to sign a shareholder agreement, make agreements on the exit mechanism, shareholder obligations, decision-making mechanism, and enterprise direction, and formulate specific implementation measures. Everyone promises to abide by them together to ensure the long-term stability of the company's foundation.

定好规则才能合作长久

Establishing rules is essential for long-term cooperation

1、认可规则和遵守规则是成为股东的前提股东之间的合作、一举一动，无不牵扯到每个人的切实利益。创业者必须学习西方的方式，事先确定明确的合作规则，认同这些规则，愿意遵守这些规则的人才能成为股东。创业是一个漫长的过程，每个企业都会几起几落，股东将和公司一起经历发展道路上的所有事情，而且很多事情和股东的利益密切相关。理论上，既然股东的利益是一致的，似乎就应该所有股东一条心。其实不然，公司经营好了，该不该分红该不该多元化如何激励经营层有人要并购卖还是不卖公司经营不好，亏损了怎么办如果不断需要股东往里面投钱怎么办……可以说企业发展过程中每一次需要股东决策，都是对股东人性和观念的一次大考验。股东对于企业发展方向甚至某些具体事情产生分歧是经常的，也是必然的。股东之间因为意见分歧导致朋友反目，甚至演化到人身攻击，宁愿鱼死网破也要置对方于死地，甚至置公司于死地的事情也是屡见不鲜。股东是公司的根基，股东出问题公司根基将动摇，所以创业之前必须考虑到股东之间产生分歧的可能，事先以股东协议的方式定好规则、认同规则才能成为股东。如此，才能为公司奠定一个坚实的根基。

1. Recognizing and complying with rules is a prerequisite for becoming a shareholder. The cooperation and every move between shareholders involve the practical interests of everyone. Entrepreneurs must learn the Western way, establish clear cooperation rules in advance, agree with these rules, and only those who are willing to abide by these rules can become shareholders. Entrepreneurship is a long process, and every enterprise will experience ups and downs. Shareholders will go through all the things on the development path together with the company, and many things are closely related to the interests of shareholders. In theory, since the interests of shareholders are aligned, it seems that all shareholders should have one heart. In fact, it's not like that. If the company is running well, should dividends be distributed or diversified? How to motivate the management? If someone wants to merge and sell or not sell, what should be done if the company is not running well and loses money? What if shareholders continue to invest money in it... It can be said that every time a company needs a shareholder decision in its development process, it is a big test of the humanity and concept of shareholders. It is common and inevitable for shareholders to have disagreements about the direction of enterprise development and even certain specific matters. It is not uncommon for shareholders to turn against each other due to differences in opinion, and even evolve into personal attacks. They would rather kill each other and even the company if the net were broken. Shareholders are the foundation of a company, and if there are problems with shareholders, the company's foundation will be shaken. Therefore, before starting a business, it is necessary to consider the possibility of disagreements among shareholders, and to establish and agree with the rules in advance through a shareholder agreement in order to become a shareholder. Only in this way can we lay a solid foundation for the company.

2、创业者要有一本《罗伯特议事规则》西方人习惯用契约来解决问题，先小人后君子。中国是一个喜欢将人情与商业、政治与经济混在一起的国家，中国人喜欢用情义来解决问题。事先你好我好大家好，而一旦出现分歧，这个不行那个不行怎么都不行。你和我讲契约，我和你讲感情，你和我讲承诺，我和你讲道理，纠缠不清。真正成熟的管理，离开不开规则和标准。美国人虽然天性崇尚自由，看似天马行空，实则最遵守规则。以开会为例，他们有一本厚厚的开会规则-《罗伯特议事规则》，由亨利·马丁·罗伯特撰写，1876年出版，几经修改后于2000年出了第十版。《罗伯特议事规则》的内容非常详细，有专门讲主持会议的主席的规则，有针对会议秘书的规则，有针对不同意见的提出和表达的规则，有辩论的规则，还有不同情况下的表决规则等。其核心原则包括：平衡、对领袖权力的制约、多数原则、辩论原则、集体的意志自由等，既保障了民主，也保障了效率。另外一个案例是最早移民美国的清教徒在上岸之前，就签署了《五月花公约》并宣誓遵守，由此确立了美国建国的根本原则。对于国内的创业股东们而言，他们开始合作之前对于合作并未制定任何规则，绝大多数中国人开公司的时候签署的都是工商部门统一印制的公司章程，很多股东甚至连这个章程都未曾仔细阅读，签字只是走形式而已，加上中国人的含蓄，导致很多事情事先没有说清楚，这是非常危险的。实际上，股东之间有很多非常核心的问题需要事先作出约定，否则公司一旦遇到这些问题就会陷入大麻烦之中。因为没有约定处理办法只能届时再谈判，而出现这些问题正是因为股东之间有了分歧，再谈判的难度和效果可想而知，只能祈祷大家的觉悟了，很多优秀公司就是因此而垮掉的。

2. Entrepreneurs should have a copy of the Robert's Rules of Procedure. Westerners are accustomed to using contracts to solve problems, starting with petty people and then gentlemen. China is a country that likes to mix human feelings with business, politics and economy. Chinese people like to solve problems with friendship. Hello in advance, hello to everyone, but once there is a disagreement, it won't work either way. You talk to me about contracts, I talk to you about emotions, you talk to me about promises, I talk to you about reasoning, and we get tangled up. Truly mature management cannot do without rules and standards. Although Americans advocate freedom by nature, they seem to be unconstrained, but they actually obey the rules most. Taking meetings as an example, they have a thick set of meeting rules - the Robert Rules of Procedure, written by Henry Martin Robert and published in 1876. After several revisions, the tenth edition was published in 2000. The content of the Robert Rules of Procedure is very detailed, including rules for the chairman presiding over the meeting, rules for the secretary of the meeting, rules for presenting and expressing different opinions, rules for debate, and voting rules in different situations. Its core principles include balance, constraints on leadership power, majority principle, debate principle, collective freedom of will, etc., which not only guarantees democracy but also efficiency. Another case is that the earliest Puritans to immigrate to the United States signed the Mayflower Convention and swore to abide by it before landing, thus establishing the fundamental principles of the founding of the United States. For domestic entrepreneurial shareholders, they did not formulate any rules for cooperation before they started cooperation. The vast majority of Chinese people signed the company's articles of association uniformly printed by the industrial and commercial department when they started the company. Many shareholders did not even read the articles of association carefully. The signing was just a formality. In addition to the implicit Chinese people, many things were not explained clearly in advance, which is very dangerous. In fact, there are many very core issues between shareholders that need to be agreed upon in advance, otherwise the company will get into big trouble once it encounters these problems. Because there is no agreed solution, we can only negotiate at that time, and these problems arise precisely because there are differences among shareholders. The difficulty and effectiveness of renegotiation can be imagined, and we can only pray for everyone's awareness. Many excellent companies have collapsed because of this.

股东协议要约定哪些事

What matters should be stipulated in the shareholder agreement

1、约定股东义务虽然从法律上讲股东的义务只是投入资金以及不损害公司利益，但实际上并非如此。尤其是创业期公司，它们在选择股东时，往往首先考虑的是股东的资源和经验对于公司的价值，所以创业公司的股东往往多了些义务。而这些义务不可能是每个股东平等的，基本上只能是能者多劳。所以合股之前最好所有的股东约定清楚每个人必须为公司做的事情，而且要明确一旦未做到要怎么办(例如，如果未做到，其他股东有权以原价回购他的股份等)，尤其是对于那些握有对公司发展很重要的资源的股东。能者不能推脱、不要抱怨，不能者要常怀感恩之心。很多人喜欢把业务对象发展为股东，这要非常慎重，因为一旦对方离职或调职，他对于公司的价值就归零甚至变为负数了。如果一定要发展这类股东，一定要事先说清楚，他的义务是什么，他必须为公司做到什么，如果做不到怎么办，然后各自按照约定执行。2、约定退出机制退出机制是必须事先约定的。我看到太多的公司因为股东分歧无法调和又没有退出机制，导致大家同归于尽，很好的公司解体的悲剧。

1. Although the legal obligation of shareholders is only to invest funds and not harm the interests of the company, it is not actually the case. Especially for start-up companies, when choosing shareholders, they often first consider the value of shareholders' resources and experience to the company, so shareholders of start-up companies often have more obligations. And these obligations cannot be equal for every shareholder, basically they can only be done by those who are capable. So it is best for all shareholders to agree clearly on what each person must do for the company before the joint venture, and to clarify what to do if they fail to do so (for example, if they fail to do so, other shareholders have the right to repurchase their shares at the original price, etc.), especially for those shareholders who hold important resources for the company's development. Those who are capable should not shirk or complain, while those who are unable should always have a grateful heart. Many people like to develop their business targets into shareholders, which requires great caution because once the other party resigns or is transferred, their value to the company will return to zero or even become negative. If it is necessary to develop such shareholders, it is necessary to clarify in advance what their obligations are, what they must do for the company, and what to do if they cannot do so, and then each party should follow the agreement. 2. The exit mechanism must be agreed upon in advance. I have seen too many tragedies of companies collapsing due to irreconcilable shareholder differences and lack of exit mechanisms, resulting in everyone dying together.

股东退出有两种可能：一种是大家对于公司发展或者管理产生严重分歧，无法调和。公司发展过程中，股东产生分歧非常正常，尤其是股东都在经营层的时候。这些分歧一旦到了无法调和的地步，最好的方式就是有人退出有人留守，这也是大家能够接受的方式，这时候最大的难题往往也发生在如何退出、如何作价上。一种是有人做了严重危害其他股东或者公司利益的事情，让其退出是必然的。但是，他是否同意退出，退出价格是多少，以什么程序让他退出不论是哪种情况，届时股东之间都会是矛盾重重，甚至上升到人身攻击的程度而无法沟通。如果没有事先的退出机制，矛盾很难解决，在中国，绝大多数出现上述两种问题的公司都关门了，至少元气大伤。对于明确退出机制，很多公司不喜欢，认为好比婚前协议很不吉利。其实退出也意味着一份君子契约，这对于股东、核心管理层、员工都是一份金子般的承诺。

There are two possibilities for shareholders to withdraw: one is that there are serious differences in the company's development or management that cannot be reconciled. It is very normal for shareholders to have disagreements during the development of a company, especially when all shareholders are in the management team. Once these differences reach an irreconcilable point, the best way is for someone to withdraw and someone to stay behind, which is also an acceptable way for everyone. At this time, the biggest challenge often arises in how to withdraw and how to price. One is that someone has done something that seriously harms the interests of other shareholders or the company, and it is inevitable for them to withdraw. However, whether he agrees to withdraw, what the withdrawal price is, and what procedures will be used to make him withdraw, regardless of the situation, there will be many conflicts among shareholders, even reaching the level of personal attacks and unable to communicate. If there is no prior exit mechanism, conflicts are difficult to resolve. In China, the vast majority of companies that experience the above two problems have closed down, at least causing great damage to their vitality. Many companies do not like a clear exit mechanism, believing that agreements like prenuptial agreements are very unlucky. Actually, withdrawal also means a gentleman's contract, which is a golden promise for shareholders, core management, and employees.

很多公司就是因为在退出的条件上大家谈不拢而导致公司无法经营的。如果股东之间事先约定了退出机制，对退出的边界条件、方式、作价等作出规定，明确约定在什么情况下股东可以退出，什么情况下必须退出，如果退出如何办理，价格如何等，很多后续的退出纠纷就不会有，甚至因为有了这些规则，很多分歧根本就发展不到需要执行这些规则的地步。近期的很多例子，都是大股东的家事影响到公司的生死存亡，现在看来，股东之间对于彼此家庭的事情也要有所约定。虽然公司无权干涉股东的私事，但是应该可以事先约定，任何股东的家庭如果出现变化，如何避免对公司产生影响，例如如果股东不可以自行分割股权，公司其他股东可以以某个原则计算的价格来回购等，然后要求每个股东的家庭成员都签署同意等。

Many companies are unable to operate due to disagreements on exit conditions. If shareholders have agreed on an exit mechanism in advance, specifying the boundary conditions, methods, pricing, etc. for exit, clearly agreeing on under what circumstances shareholders can exit, under what circumstances they must exit, how to handle exit, and at what price, many subsequent exit disputes will not arise, and even because of these rules, many disagreements will not develop to the point where these rules need to be implemented. Many recent examples have shown that the family affairs of major shareholders affect the survival of the company. Now it seems that shareholders should also make agreements on each other's family matters. Although the company has no right to interfere with the private affairs of shareholders, it should be possible to agree in advance on how to avoid any impact on the company if there are changes in the family of any shareholder. For example, if the shareholder cannot divide the equity on their own, other shareholders of the company can repurchase it at a price calculated according to a certain principle, and then require each shareholder's family member to sign and agree.

3、约定决策机制股东协议中也必须要确定股东会以及董事会的表决机制，明确规定哪些问题由谁来决策，如果是集体决策，如何表决，一旦表决，所有人必须坚决执行等。企业决策上容易出现的问题有两个，要么是没有约定决策机制，一旦出现分歧就无法决策。要么是按照决策机制决策了，但是持不同意见者不认同决策的权威性，不遵守决策。这两种情况的危害都是非常大的。

3. The shareholder agreement must also specify the voting mechanisms of the shareholders' meeting and the board of directors, clearly stating who will make decisions on which issues, how to vote if it is a collective decision, and once a vote is taken, everyone must resolutely implement it. There are two common problems in corporate decision-making: either there is no agreed upon decision-making mechanism, and once disagreements arise, decisions cannot be made. Either the decision is made according to the decision-making mechanism, but those who hold different opinions do not agree with the authority of the decision and do not comply with it. The harm of both situations is very significant.

4、约定公司方向股东协议还要约定大家投资办这家公司的方向，即公司的目的什么，做什么。与这两个问题的答案是什么相比，股东之间对这两个问题的共识更重要。这两个问题是公司的根子问题，股东之间如果对此没有共识，任何一个决策都可能出现分歧。如果事先已有约定，化解股东之间的分歧也就有了方向和依据。

4. The shareholder agreement should also specify the direction in which everyone invests in and runs the company, that is, the purpose and purpose of the company. Compared to the answers to these two questions, consensus among shareholders on these two issues is more important. These two issues are fundamental to the company, and if there is no consensus among shareholders, any decision may lead to disagreements. If there is a prior agreement, there will be direction and basis for resolving differences between shareholders.