股權分配是很多創業者關心的話題，股權設計交織著利益、人性、法律、財務等諸多因素，不可不慎。股權設計需要解決：股權總額、股權份額如何分配（初始份額確認、動態調整機制、退出機制）、持股主體采用何種形式。

Equity distribution is a topic concerned by many entrepreneurs. Equity design is intertwined with many factors, such as interests, human nature, law, finance and so on. Equity design needs to solve the following problems: total equity, how to allocate equity shares (initial share confirmation, dynamic adjustment mechanism, exit mechanism), and what form to adopt.

1、創業時談好的是合伙，股權卻完全一人獨占。

1. When starting a business, we talked about partnership, but the equity was completely monopolized by one person.

如果是一人創業，其他人就是叫來純打工的，企業也沒打算融資上市，那么一人獨占股權也是可以的。但如果說好的是一起創業，股權是獨占或基本獨占，那么很難走長遠，也容易引發矛盾和糾 紛。創業合伙不僅要有軟交情，而且還要有硬利益，才能走得更長遠。只講交情不講利益，或只講利益不講交情，都不是合適的做法。

If it's a one-man business, other people are called to work, and the enterprise doesn't plan to raise funds to go public, then it's OK for one person to monopolize the equity. But if it is said that the good thing is to start a business together, and the equity is exclusive or basically exclusive, then it is difficult to take a long-term view, and it is easy to cause contradictions and disputes. Entrepreneurial partnership should not only have soft friendship, but also hard interests, in order to go further. It is not appropriate to talk only about friendship but not interest, or only about interest but not friendship.

2、股權過于平均，缺少帶頭大哥

2. Equity is too average, lack of leading big brother

比如兩個創始人五五開，三個人每人33.3%，這都是經典的創業必分 裂的股權結構。即使兩個人共同起步，也一定會有一個人在跑步的過程中成為真 正的老大。比較良好的股權結構是“眾星捧月型”，有一個帶頭大哥，就是核心股東。

For example, two founders are 50% to 50% and three founders are 33.3% each. This is a classic equity structure that entrepreneurs must split up. Even if two people start together, there will be one person who will become the real boss in the process of running. A relatively good equity structure is "all stars holding the moon", with a leading elder brother, the core shareholder.

3、缺少明確的股權分配協議

3. Lack of clear equity distribution agreement

大多數創業公司在創業初期，創始成員只顧著一起埋頭苦干，從不考慮自己的占股，更不會考慮自己的股份比例。等到了公司日益壯大，前景日益清晰時，早期的創始成員才開始關注自己的股份比例，這個時候再去討論如何分配股權，由于這個時候蛋糕已經做大，人性就是會高估自己的貢獻，要解決好分配，就很難，容易讓團隊出現問題，影響公司的正常發展。永遠不要在利益面前去考驗人性。

In the initial stage of most start-up companies, the founding members only concentrate on working hard together, never considering their shares, let alone their share proportion. When the company is growing stronger and its prospects become clearer, the early founding members begin to pay attention to their share proportion. At this time, they will discuss how to distribute their shares. Because the cake has become bigger, human nature will overestimate its contribution. It is very difficult to solve the problem of distribution. It is easy for the team to have problems and affect the normal development of the company. Never test humanity in front of interests.

4、過于迷信股權激勵的力量。

4. Too superstitious about the power of equity incentive.

員工股權激勵有一定作用，但不是所有創業企業都適合，也不是所有階段都適合。對絕大多數初創期企業來說，股權本身價值有限，起不到多大激勵作用，而且會為了股權分配、退出等耗費許多精力。此外，入股容易退股難，建議創業企業在進行股權激勵時三思而后行，不要盲目跟風。

Employee equity incentive has a certain effect, but it is not suitable for all start-ups or all stages. For the vast majority of start-up enterprises, the value of equity itself is limited, which does not play much incentive role, and will spend a lot of energy for equity distribution and exit. In addition, it is easy to buy shares and difficult to withdraw shares. It is suggested that start-ups should think twice before they carry out equity incentive and not blindly follow suit.