创业公司的发展过程中总是会遇到核心人员的波动，特别是已经持有公司股权的合伙人退出团队，如何处理合伙人手里的股份，才能免因合伙人股权问题影响公司正常经营。下面
济南股权合伙公司从三个方面来讲解起来：
In the development process of a start-up company, there will always be fluctuations in the core personnel, especially when the partners who have already held the company's equity withdraw from the team. How to deal with the shares held by the partners can prevent the normal operation of the company from being affected by the partner's equity problem. Jinan Equity Partnership will explain it from three aspects:
1.提前约定退出机制，管理好合伙人预期
1. Agree the exit mechanism in advance and manage the expectations of partners
提前设定好股权退出机制，约定好在什么阶段合伙人退出公司后，要退回的股权和退回形式。创业公司的股权价值是所有合伙人持续长期的服务于公司赚取的，当合伙人退出公司后，其所持的股权应该按照一定的形式退出。一方面对于继续在公司里做事的其他合伙人更公平，另一方面也便于公司的持续稳定发展。
The equity withdrawal mechanism shall be set in advance, and the equity to be returned and the return form shall be agreed upon at what stage after the partners withdraw from the company. The equity value of a start-up company is earned by all partners' continuous and long-term service to the company. When a partner withdraws from the company, his equity should be withdrawn in a certain form. On the one hand, it is more fair for other partners who continue to work in the company, on the other hand, it is also conducive to the company's sustainable and stable development.
2.股东中途退出，股权溢价回购
2. Shareholders withdraw halfway and share premium repurchase
退出的合伙人的股权回购方式只能通过提前约定的退出，退出时公司可以按照当时公司的估值对合伙人手里的股权进行回购，回购的价格可以按照当时公司估值的价格适当溢价。
The equity buy-back method of the exiting partner can only be agreed in advance. At the time of withdrawal, the company can repurchase the equity held by the partner according to the valuation of the company at that time, and the price of the buy-back can be an appropriate premium according to the valuation of the company at that time.
3.设定高额违约金条款
3. Set high penalty clause
为了防止合伙人退出公司但却不同意公司回购股权，可以在股东协议中设定高额的违约金条款。
In order to prevent partners from withdrawing from the company but not agreeing to the company's share repurchase, a high amount of liquidated damages can be set in the shareholders' agreement.
此外合伙人退出时，该如何确定退出价格呢？股权回购实际上就是“买断”，建议公司创始人考虑“一个原则，一个方法”。
In addition, how to determine the exit price when the partner quits? Share repurchase is actually a "buyout". It is suggested that the founder of the company consider "one principle, one method".
“一个原则”，是他们通常建议公司创始人，对于退出的合伙人，一方面，可以全部或部分收回股权；另一方面，必须承认合伙人的历史贡献，按照一定溢价/或折价回购股权。这个基本原则，不仅仅关系到合伙人的退出，更关系到企业重大长远的文化建设很重要。
"One principle" is that they usually recommend that the founder of the company, on the one hand, can withdraw all or part of the equity of the partners who withdraw; On the other hand, it is necessary to recognize the historical contribution of partners and repurchase equity at a certain premium/discount. This basic principle is not only related to the withdrawal of partners, but also to the significant long-term cultural construction of enterprises.
“一个方法”，即对于如何确定具体的退出价格，建议公司创始人考虑两个因素，一个是退出价格基数，一个是溢价/或折价倍数。
"One method", that is, for how to determine the specific exit price, it is suggested that the founder of the company consider two factors, one is the exit price base, and the other is the premium/discount multiple.
比如，可以考虑按照合伙人掏钱买股权的购买价格的一定溢价回购、或退出合伙人按照其持股比例可参与分配公司净资产或净利润的一定溢价，也可以按照公司近一轮融资估值的一定折扣价回购。至于选取哪个退出价格基数，不同商业模式的公司会存在差异。
For example, we can consider repurchasing at a certain premium of the purchase price of the equity purchased by the partners, or withdrawing from a certain premium that the partners can participate in the distribution of the company's net assets or net profits according to their shareholding ratio, or repurchasing at a certain discount of the company's recent round of financing valuation. As for which exit price base to choose, companies with different business models will have differences.
一方面，如果按照合伙人退出时可参与分配公司净利润的一定溢价回购，合伙人很可能吭哧吭哧干了N年，退出时却会被净身出户；但另一方面，如果按照公司近一轮融资估值的价格回购，公司又会面临很大的现金流压力。
On the one hand, if the repurchase is based on a certain premium that the partners can participate in the distribution of the company's net profits when they exit, the partners are likely to work hard for N years, but will be cleaned out when they exit; On the other hand, if the company repurchases at the price of the latest round of financing valuation, the company will face great cash flow pressure.
Therefore, for the determination of the specific repurchase price, it is necessary to analyze the company's specific business model, which not only allows the exiting partners to share the growth benefits of the company, but also allows the company not to have excessive cash flow pressure, and also reserves some adjustment space and flexibility. For more relevant equity partnership matters, please visit our website http://www.daoshangbao.com Ask about it!
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