如何做好股权激励的落地运营?
山东股权激励主要运营事项包括成本管理、税务管理、外汇管理和账户管理。如下:
How to effectively implement equity incentives? The main operational matters of Shandong equity incentive include cost management, tax management, foreign exchange management, and account management. As follows:
一、成本管理
1、 Cost management
从几个工具的角度出发给大家普及一个基本概念。期权的成本或者价值会复杂一点,因为会涉及未来收益的时间价值和概率因素,期权一般会有模型计算每一股的期权价值,比如BS模型和二叉树模型。
Popularize a basic concept from the perspective of several tools. The cost or value of options will be a little more complicated, because it will involve the time value and probability factors of future earnings. Options generally have models to calculate the option value of each share, such as BS model and binary tree model.
财务成本是我们在制定激励计划时非常重要的考虑点,不同的工具、授予方式、授予价格、解锁时间、限制条件等都会对估值和成本产生影响。
Financial costs are a very important consideration when formulating incentive plans, as different tools, grant methods, grant prices, unlock times, and constraints can all have an impact on valuation and costs.
拟上市公司要充分考虑股份支付费用对申报期利润的侵蚀,比如上市前期权计划取消或加速行权等等都会对股份支付费用的确认产生影响,需要多咨询机构。
Proposed listed companies should fully consider the erosion of share-based payment fees on the profits during the reporting period, such as the cancellation of pre listing rights plans or accelerated exercise, which will have an impact on the confirmation of share-based payment fees. Therefore, it is necessary to consult professional institutions more.
二、税务管理
2、 Tax management
股权激励涉及个人所得税缴纳,因公司是否上市、持股主体等因素,具体税收政策不同。可以看上市公司两个工具的个税规则:
Equity incentives involve personal income tax payment, and specific tax policies vary depending on factors such as whether the company is listed and the shareholding entity. You can see the personal income tax rules for two tools of listed companies:
期权授予时不征税,行权时征税,每隔一年、两年、三年缴纳税款,行权时按照行权当时的股票市价和行权价格的差额适用税率、按照工资薪金所得征税,一般股权收入比较大,会有35%到45%的水平。
There is no tax on the grant of options, and tax is levied on the exercise. The tax is paid every one, two, or three years. At the time of exercise, the tax rate is applied based on the difference between the market price of the stock at the time of exercise and the exercise price, and income from wages and salaries is taxed. Generally, equity income is relatively large, with a level of 35% to 45%.
未来售出时征税,按照财产转让所得20%征税,在A股目前是免征的,类似于散户不交税。
Tax is levied on future sales, based on 20% of the income from property transfer. Currently, A-shares are exempt from tax, similar to retail investors not paying tax.
限制性股票征税逻辑类似,有个差别是股票市价按股票登记日市价和解禁日市价的平均水平。
The taxation logic of Restricted stock is similar, with one difference being that the stock market price is based on the average of the market price on the date of registration and the date of lifting the ban.
员工股权激励收益的税筹也是我们在项目中比较大的课题,比如如何通过降低税基、改变纳税时点、研究税收地等因素降低个税支出,对激励对象的实际收入有很大影响。
The tax financing of employee equity incentive income is also a major issue in our project, such as how to reduce personal tax expenses by reducing the tax base, changing the tax payment timing, researching tax locations, and other factors, which has a significant impact on the actual income of incentive recipients.
三、外汇管理
3、 Foreign exchange management
在境外上市并有员工股权激励计划的企业,在上市或新计划发布3个月内,公司需要就激励计划进行7号文登记。7号文登记,是针对境外上市企业在境内的员工通过企业股权激励计划,获得境外收益的合规性登记。
Enterprises that are listed overseas and have employee equity incentive plans need to register the incentive plan with Document No. 7 within 3 months of listing or new plan release. Document 7 registration is a compliance registration for employees of overseas listed companies in China to obtain overseas profits through corporate equity incentive plans.
激励对象需要通过所属境内公司集中委托一家境内代理机构统一办理外汇登记、账户开立及资金划转与汇兑等有关事项,并由一家境外机构统一办理个人行权、购买与出售对应股票或权益以及相应资金划转等事项。境内代理机构要履行首次报备、年度和季度报备等事项。
The incentive objects need to entrust a domestic agency to handle foreign exchange registration, account opening, fund transfer and exchange through their domestic company, and a foreign agency to handle individual exercise, purchase and sale of corresponding stocks or equity, and corresponding fund transfer. Domestic agencies shall fulfill matters such as initial reporting, annual and quarterly reporting.
股权激励计划涉及到的外汇事宜可委托机构进行管理。
The foreign exchange matters involved in the equity incentive plan can be entrusted to professional institutions for management.
四、账户管理
4、 Account Management
如果授予的员工人数众多,我们可以考虑把股权激励的日常维护、运营工作外包给一些服务公司,包括系统初始化、授予员工激励、协议在线签署、开窗行权交易、财税报表处理等等。
If the number of employees granted is large, we can consider outsourcing the daily maintenance and operation of equity incentives to some professional service companies, including system initialization, granting employee incentives, online signing of agreements, window exercise transactions, financial and tax report processing, and so on.
股权激励已经成为企业吸引、激励和保留人才的重要工具,甚至有可能会影响企业未来的治理架构。一个好的股权激励方案既要考虑当前的业务和人才策略,又要具有终局思维。
Equity incentives have become an important tool for enterprises to attract, motivate, and retain talent, and may even affect the future governance structure of enterprises. A good equity incentive plan should not only consider the current business and talent strategies, but also have a final decision thinking.
Equity incentive is not a simple human resource plan, involving multiple fields such as legal, regulatory, and financial taxation. Therefore, it requires comprehensive consideration, professional design, and effective communication to ensure rationality, legality, and compliance. More relevant equity content can be found on our website http://www.daoshangbao.com Consult!