如何設計合伙人股權的進入和退出機制?
發布時間:2021-03-15 發布人:山東股章瀏覽次數:711次 來源:www.newadnetwork.com
1、進入機制:
1. Entry mechanism:
進入條件:要做好合伙人股的進入機制,先得想明白我們認為的合伙人,是既有創業能力,又有創業心態,有3-5年全職投入預期的公司創始人與聯合創始人。
Entry conditions: to do a good job in the entry mechanism of partner stock, we must first understand that the partners we think are the founders and co founders of the company who have both entrepreneurial ability and entrepreneurial mentality, and have the expected full-time investment of 3-5 years.
合伙人是公司貢獻大的,也是主要參與分配股的人。合伙之后,公司的大小事情,合伙人之間都得商量著來,重大事件,甚至還得合伙人同意。公司賺的每一分錢,不管是否和合伙人直接相關,大家都按照事先約定好的股比例進行分配。
A partner is a person who contributes a lot to the company and mainly participates in the distribution of shares. After the partnership, the partners have to discuss the big and small matters of the company, and even agree to major events. Every penny earned by the company, regardless of whether it is directly related to the partners, is distributed according to the proportion of shares agreed in advance.
進入方式:如引入新的股東,原股東同意以同比例稀釋的方式或原股東一致書面同意的方式向其轉讓股。
Entry mode: if a new shareholder is introduced, the original shareholder agrees to transfer shares to him by means of dilution in the same proportion or by means of unanimous written consent of the original shareholder.
2、退出機制:
2. Exit mechanism:
退出條件:在一定期限內(比如,一年之內),約定股由創始股東代持。約定合伙人的股和服務期限掛鉤,股分期成熟(比如4年)。股東中途退出,公司或其它合伙人有股溢價回購離職合伙人未成熟、甚至已成熟的股。
Exit conditions: within a certain period of time (for example, within one year), the agreed shares are held by the founding shareholders. The agreed partner's shares are linked to the term of service and mature in stages (e.g. four years). If the shareholder withdraws, the company or other partners will buy back the immature or even mature shares of the former partner at a premium.
其中常見的退出方式有以下三種:
There are three common ways to exit
1、 當然退出:公司以原認 購價 格代為回購其持有的股,并不再發放其當年度的紅利、
1. Exit of course: the company repurchases its shares at the original subscription price, and no longer pays its dividends of the current year
2、除名退出(無償回購):公司有自行取消其股東身份,無償收回其股,并不再發放當年紅利,如給公司造成損失的,須向公司進行賠償。
2. Delisting withdrawal (free repurchase): the company has the right to cancel its shareholder status, withdraw its shares free of charge, and no longer pay dividends of the current year. If it causes losses to the company, it must compensate the company.
3、期滿退出(現價回購):如股東在公司持股超過一定期限后當然退出或退休的,則公司可按現價回購其股。
3. Exit at maturity (buy back at current price): if a shareholder withdraws or retires after holding shares in the company for a certain period of time, the company can buy back his shares at current price.
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