由于合伙初期的激情、信任与憧憬，合伙人之间常常经过粗略商讨，就切好股权比例。

Due to the passion, trust, and longing in the early stages of the partnership, partners often negotiate roughly to determine the equity ratio.

然而，随着后期企业发展，商业模式出现重大变化、合伙人能力不匹配或主动离开等事件发生时，创始人才发现，当初轻率确定的股权比例往往已埋下祸根。

However, as the company develops in the later stages, significant changes in business models, mismatched partner capabilities, or voluntary departures occur, founders often realize that the hastily determined equity ratio has already planted the seeds of trouble.

股权是股东的权利。如何分配股权，意味着公司绑定什么样的股东、整合什么样的资源。若股东的能力、资源完全不能支撑公司成长，带来的负面影响不言而喻。

Equity is the right of shareholders. How to allocate equity means what kind of shareholders the company binds to and what kind of resources it integrates. If the ability and resources of shareholders cannot support the growth of the company, the negative impact is self-evident.

因此，股权合伙是件非常慎重的事。分配股权之前，创始人一定要从企业长远利益出发设计股权，以实现吸引合伙人的同时，又留足股权调整空间、最大程度降低风险。

Therefore, equity partnership is a very cautious matter. Before distributing equity, the founder must design equity based on the long-term interests of the enterprise, in order to attract partners while leaving enough room for equity adjustment and minimizing risks.

01｜出资与股权比例

01 | Proportion of Contribution and Equity

出资与股权比例是合伙股东之间最基本的约定，奠定了合伙人股东间最初的权利分配。

The ratio of capital contribution to equity is the most basic agreement between partnership shareholders, laying the foundation for the initial distribution of rights among them.

出资方面的约定通常包括出资金额、出资方式、出资期限等。

The agreement on capital contribution usually includes the amount, method, and deadline of capital contribution.

出资方式不限于资金。

The method of capital contribution is not limited to funds.

根据出资，合伙人共同约定股权比例。股权比例不一定与出资金额呈正比，比如，相比全身心投入企业经营的合伙人，仅提供资源的合伙人获得股权需要付出更多溢价。

According to the capital contribution, the partners jointly agree on the equity ratio. The equity ratio may not necessarily be proportional to the amount of capital invested. For example, compared to partners who are fully committed to the operation of the enterprise, partners who only provide resources need to pay a higher premium to obtain equity.

02｜是预留股权池

02 | is a reserved equity pool

股权是整合资源的重要手段。随着企业发展，企业势必要进一步整合核心人才等关键资源。

Equity is an important means of integrating resources. With the development of enterprises, it is necessary for them to further integrate key resources such as core talents.

所以，企业要预留至少10%的股权池，这部分股权初期可由创始人代持。

So, companies need to reserve at least 10% of their equity pool, which can be initially held by the founder.

03｜动态调整

03 | Dynamic Adjustment

出资与股权比例、锁定与分期成熟机制的约定，很大程度基于合伙人最初对企业发展方向的构想。

The agreement on the proportion of capital and equity, as well as the mature mechanism of lock up and installment, is largely based on the initial vision of the partners for the development direction of the enterprise.

但是，计划赶不上变化，尤其对于创业期的公司，随业务发展，商业模式、发展战略、合伙人分工等都可能发生重大调整。

However, plans cannot keep up with changes, especially for start-up companies where significant adjustments may occur in business models, development strategies, and partner division of labor as the business develops.

此时如果仍然维持最初的股权设定，企业成长必然会受到影响。

If the initial equity setting is still maintained at this time, the growth of the enterprise will inevitably be affected.

为了降低这种风险，合伙人之间需要事先约定动态股权调整机制，即股权随公司发展、合伙人贡献动态调整的机制。

In order to reduce this risk, partners need to agree in advance on a dynamic equity adjustment mechanism, which means that equity is dynamically adjusted as the company develops and partners contribute.

04｜退出与回购

04 | Exit and Repurchase

随着企业发展，合伙人成员通常会随之变化，期间，原来的合伙人通过各种方式退出公司。

As the enterprise develops, the members of the partners usually change accordingly, during which the original partners withdraw from the company through various means.

合伙人退出公司的方式主要有四种：

There are four main ways for partners to withdraw from a company:

一是上市后退出，二是并购退出，三是清算退出，四是除上述情况外的中途退出。

One is exit after listing, two is exit through mergers and acquisitions, three is exit through liquidation, and four is exit midway except for the above situations.

对于第四种情况，为保证企业股权分配给长期服务企业的合伙人，有必要事先约定。

For the fourth scenario, it is necessary to agree in advance to ensure that the equity of the enterprise is distributed to the partners of the long-term service enterprise.

合伙人离开时的回购机制。具体为四种情况：

Repurchase mechanism when partners leave. Specifically, there are four situations:

一是合伙人主动离职。

One is that the partner voluntarily resigns.

二是因跟不上企业发展而被动离职，如合伙人个人能力不能匹配企业需求。

The second reason is passive resignation due to inability to keep up with the development of the enterprise, such as partners whose personal abilities cannot match the needs of the enterprise.

三是因客观原因导致合伙人不能继续工作，如退休、伤残、工伤、死亡、丧失劳动能力等。

The third reason is that the partner is unable to continue working due to objective reasons, such as retirement, disability, work-related injury, death, loss of labor ability, etc.

四是因重大过错而被动离职，如失职、渎职、泄露商业机密、违反竞争禁止、刑事处罚等。

The fourth is passive resignation due to major faults, such as dereliction of duty, dereliction of duty, disclosure of trade secrets, violation of competition prohibitions, criminal penalties, etc.

对于不同情况，合伙人之间可约定不同的回购价格，以体现差异。

For different situations, partners can agree on different repurchase prices to reflect differences.

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