創業公司合理的股權結構，是每一名創始人可以提前安排到位的。因為股權架構設計不好，輕則影響團隊凝聚力，重則影響融資的進入，甚至團隊散伙以及創始人被踢出董事會等災難性后果。

The reasonable ownership structure of a start-up company can be arranged in advance by each founder. Because of the poor design of the equity structure, it may affect the team cohesion, or even the entry of financing, or even the collapse of the team and the founder being kicked out of the board of directors.

但是，創始人的通常情況是，合伙人已經找好，公司已經設立完成，才想到股權分配的合理性問題。發生這種情況，創始人應該怎么辦？

However, the founder's usual situation is that only when the partners have been found and the company has been set up can he think of the rationality of equity distribution. What should the founder do when this happens?

1、融資主體股東人數過多，存在短期價值股東

1. There are too many shareholders of financing subject, and there are short-term value shareholders

風險：公司在進行融資前，股權人數越少越好，不超過3人，5人已經是上限。股權變動對于公司來說是件不小的事情，而股東人數越多，創業過程中，股東穩定性不會很高，股東退出概率越大。

Risk: before financing, the less the number of equity, the better, no more than 3, 5 is the upper limit. Equity change is not a small thing for the company, and the more the number of shareholders, in the process of entrepreneurship, the stability of shareholders will not be very high, and the greater the probability of withdrawal of shareholders.

另外，股東擁有查賬、投票、簽字等諸多權利，協調起來難度大，成本高。對于長期資源型股東，股東在持股期間對于上下游商業秘密了解過多，是否存在不利隱患，并且資源量化難度大。對于短期資源型股東，給予股權實在有些浪費，也是對其他股東的不公平。

In addition, shareholders have many rights, such as audit, voting, signing, etc., which is difficult to coordinate and costly. For long-term resource-based shareholders, shareholders know too much about the upstream and downstream trade secrets during the holding period, whether there are adverse risks, and it is difficult to quantify resources. For short-term resource-based shareholders, it's a waste of equity and unfair to other shareholders.

方案：盡量不要讓不適合或者沒有長期價值的人成為股東。如果他們已經是你的合伙人股東了，那么需要重視工具。針對長期資源型股東，需要使其與公司層面進行隔離，要么找其他股東代持，要么進入持股平臺；盡量將資源進行量化，設定股權確認機制，如果未到達預期目標可以要求其進行回購或者補充投資。針對短期資源型股東，如果已經進行到股東層面，那么可以與合伙人商議補充約定回購方式的協議。

Solution: try not to let people who are not suitable or have no long-term value become shareholders. If they are already your partner shareholders, then you need to pay attention to tools. For long-term resource-based shareholders, it is necessary to isolate them from the company level, either find other shareholders to hold on their behalf, or enter the shareholding platform; We should try our best to quantify the resources, set up the equity confirmation mechanism, and ask them to buy back or make supplementary investment if they do not reach the expected goal. For short-term resource-based shareholders, if they have reached the level of shareholders, they can negotiate with partners to supplement the agreement on repurchase method.

2、股權比例存在僵局法律風險

2. There are legal risks in the proportion of shares

風險：A.單一股東（創始人）持股比例未超過50%；B.前二大股東持股比例之和不大于51%；C.沒有一位股東股權比例大于33.3%風險：股東會決議時，如果各方意見不能得到統一，根據股權比例無法達成超過半數的人有一致意見，造成決策僵局，股東會層面無法作出決策。雖然看似一人獨大的局面不夠民主，但是對于創業公司來說，高效率的經營決策更加重要。

Risk: a. the shareholding ratio of a single shareholder (founder) does not exceed 50%; B. The sum of the shareholding ratio of the top two major shareholders is not more than 51%; C. No shareholder's equity ratio is greater than 33.3% risk: when the shareholders' meeting makes a resolution, if the opinions of all parties can't be unified, more than half of the shareholders can't reach an agreement according to the equity ratio, resulting in decision-making deadlock, and the shareholders' meeting can't make a decision. Although it seems that the situation of one person dominating is not democratic enough, for start-ups, efficient business decision-making is more important.

方案：按照4C股權分配方法對股權比例重新分配；利用工具進行二元股權架構設立，如一致行動人、投票權委托、合伙制度等；如果股權實在比較分散，則可以將預留出的期權池集中創始人一人代持，讓創始人掌握更多主動權。

Plan: according to 4C equity distribution method to redistribute the proportion of equity; Using tools to set up dual equity structure, such as acting in concert, voting power entrustment, partnership system, etc; If the equity is really dispersed, the reserved option pool can be held by the founder on his behalf, so that the founder can have more initiative.

3、股權分配依據不科學，欠缺公平與長遠考慮

3. The basis of equity distribution is unscientific, lack of fairness and long-term consideration

風險：憑借經驗的股權分配，可能它緩解了眼前的獲取稀缺資源的壓力，但是股權結構不是面向未來的結構，越往后會支付很高的股權成本，后面后患無窮，因為后面的人就很難再進來了，所有人都會和這個人比，憑什么他有30%，越到后來，這是一個沒有辦法解的結。

Risk: with the equity allocation based on experience, it may alleviate the pressure of obtaining scarce resources. However, the equity structure is not a future oriented structure. The higher the equity cost, the worse the future, because it is difficult for the people behind to come in again. Everyone will compare with this person. Why does he have 30% later, This is a knot that cannot be solved.

方案：運用4C股權分配理論重新考量。

Plan: use 4C equity distribution theory to reconsider.