对于创业企业来讲,因为股权没有实质价值,再加上创业者没有考虑得太多,很容易地就可以注册公司了;而股权退出却比较复杂,也很少有人能一开始就考虑得很清楚。下面
济南合伙设计公司为您分析:
For startups, it is easy to register a company because equity has no substantial value and entrepreneurs do not consider it too much; However, equity exit is quite complex, and few people can consider it clearly from the beginning. Below, Jinan Partnership Design Company will analyze for you:
一般说来,给合伙人发放股权时注意以下方面:做足深度沟通,管理好大家预期;合伙人取得股权是基于长期看好公司发展前景,愿意长期共同参与创业;合伙人早期拼凑的少量资金,并不是合伙人所持大量股权的真实价格。
Generally speaking, pay attention to the following aspects when issuing equity to partners: make sufficient in-depth communication and manage everyone's expectations; The acquisition of equity by partners is based on long-term optimism about the company's development prospects and willingness to participate in entrepreneurship together in the long term; The small amount of funds that partners pooled early on is not the true price of the large amount of equity held by partners.
股权的主要价格是,所有合伙人与公司长期绑定,通过长期服务公司去赚取股权。
The main price of equity is that all partners are long-term bound to the company and earn equity through long-term service to the company.
在一定期限内(比如1年之内),约定股权由创始股东代持;约定合伙人的股权和服务期限挂钩,股权分期成熟(比如4年);股东中途退出,公司或其他合伙人有权溢价回购离职合伙人未成熟甚至已成熟的股权;对于离职不交出股权的行为,为避免司法执行的不确定性,约定离职不退股要付高额违约金。
Within a certain period of time (such as one year), the agreed equity shall be held by the founding shareholder on behalf of the shareholders; The equity of the agreed partners is linked to the service period, and the equity is matured in installments (such as 4 years); If a shareholder withdraws midway, the company or other partners have the right to repurchase the immature or even mature equity of the departing partner at a premium; For the behavior of not surrendering equity after resignation, in order to avoid uncertainty in judicial enforcement, it is agreed that a high penalty will be paid for not surrendering equity after resignation.
在退出时候,股权回购的价格也需要提前进行约定。股权回购实际上就是“买断”,建议公司创始人考虑“一个原则”和“一个方法”。
At the time of exit, the price of equity repurchase also needs to be agreed in advance. Equity buyback is actually a "buy out", and it is recommended that the company founder consider "one principle" and "one method".
一个原则。
One principle.
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。
For exiting partners, on the one hand, they can fully or partially recover their equity; On the other hand, it is necessary to acknowledge the historical contribution of partners and repurchase equity at a certain premium or discount. This basic principle is not only related to the withdrawal of partners, but also to the significant long-term cultural construction of the enterprise, which is very important.
一个方法。
A method.
退出价格的确定考虑两个因素:一个是退出价格基数,一个是溢价或折价倍数。比如,可以考虑按照合伙人买股权时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。
The determination of exit price considers two factors: one is the exit price base, and the other is a premium or discount multiple. For example, it can be considered to repurchase at a certain premium based on the purchase price of the partner's equity purchase, or to withdraw from the partnership and participate in the distribution of the company's net assets or profits at a certain premium based on their shareholding ratio, or to repurchase at a certain discount price based on the company's recent round of financing valuation.
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。比如,京东上市时虽然估值约300亿美元,但公司资产负债率却过高。很多互联网新经济企业都有类似情形。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,合伙人很可能干了多年,退出时却会被净身出户: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。
As for which exit price base to choose, companies with different business models may vary. For example, although JD.com was valued at approximately $30 billion when it went public, its asset liability ratio was too high. Many internet new economy enterprises have similar situations. On the one hand, if the buyback is based on a certain premium that allows partners to participate in the distribution of the company's net profit upon exit, the partners may have worked for many years but will be cleared out upon exit. On the other hand, if the buyback is based on the valuation of the company's recent round of financing, the company will face significant cash flow pressure.
Therefore, for the determination of specific repurchase prices, it is necessary to analyze the company's specific business model, which allows exiting partners to share in the growth benefits of the company while avoiding excessive cash flow pressure on the company, and reserves certain adjustment space and flexibility. For more related matters, come to our website http://www.daoshangbao.com Consult!