創始股東在設立公司時都無可避免的要涉及這樣一個問題：公司股權結構該如何設計？現實中，由于對股權結構設計的不重視，初創企業在股權設計時往往會陷入到誤區，實踐表明，不合理的股權結構設計會為公司長久經營發展埋下隱患，出現創始股東喪失控制權、公司經營決策僵局等等問題。合理的股權結構設計能夠為公司后續的發展打下堅實的基礎，那么理想的股權結構設計要把握哪些關鍵點？

When founding shareholders set up a company, it is inevitable to involve such a problem: how to design the ownership structure of the company? In reality, due to the lack of attention to the ownership structure design, start-ups often fall into misunderstandings in the ownership design. Practice shows that unreasonable ownership structure design will bury hidden dangers for the long-term operation and development of the company, resulting in the loss of control by the founding shareholders, the deadlock of the company's operation decision and so on. Reasonable ownership structure design can lay a solid foundation for the subsequent development of the company, so what are the key points for the ideal ownership structure design?

創始股東之間的控股權

Controlling rights among founding shareholders

現實生活中，有一種情況為常見，創始人們為了避免在股權分配上反復爭論，往往會選擇平分，而股東均分股權容易導致缺乏控股或者相對控股的情況出現。均分股權主要出現在創業之初，創始股東基于感情且沒有意識到這種股權結構存在的問題。雖然在實踐中不乏均分股權也能夠得到很好發展的情形，但是它的風險卻一直存在。一旦各方存在分歧，輕者導致公司陷入僵局，重者則導致公司分崩離析。

In real life, there is a common situation. In order to avoid repeated debate on equity distribution, founders often choose to divide equally, and the equal distribution of equity by shareholders is easy to lead to the lack of control or relative control. Equity sharing mainly occurs at the beginning of entrepreneurship. The founding shareholders are based on emotion and are not aware of the problems existing in this ownership structure. Although in practice, there is no lack of good development of equal share ownership, but its risk has always existed. Once there are differences between the parties, the light one will lead to the deadlock of the company, and the heavy one will lead to the collapse of the company.

股權分配應為引進人才預留空間

Equity distribution should reserve space for the introduction of talents

公司的發展史就是一個各種人才不斷薈萃的歷程。而在當前，工資的高低固然是吸納人才的重要方式，但單純以工資作為籌碼顯然分量不夠，尤其是對具備一定經濟基礎的高 端人才。因此，在公司創立時，創始人之間一定為未來團隊的股權激勵預留空間。否則，當引進的團隊提出股權要求，需要創始股東轉讓股權時，創始股東在股權價值提升后會發生惜售心態，從而導致股權激勵存在障礙。另一方面，股權預留可以被擬引進的人才所認可，提高人才引進的效率。預留空間用于股權激勵的主要有設立持股平臺、由實際控制人暫時代為持有兩種方式。

The development history of the company is a process of constantly gathering all kinds of talents. At present, although the level of salary is an important way to attract talents, it is obviously not enough to use salary as a chip, especially for high-end talents with a certain economic foundation. Therefore, when the company was founded, the founders must reserve space for the equity incentive of the future team. Otherwise, when the introduced team puts forward equity requirements and the founding shareholders need to transfer their equity, the founding shareholders will be reluctant to sell after the equity value is improved, resulting in obstacles to equity incentive. On the other hand, equity reservation can be recognized by the talents to be introduced to improve the efficiency of talent introduction. The reserved space for equity incentive mainly includes the establishment of a shareholding platform and the temporary holding by the actual controller.

股權結構要設置退出通道

Exit channel shall be set for equity structure

創業就是一場沒有終點的長跑，過程中不斷有人參與，也會有人因為主觀或者客觀的原因退出。股東退出的原因主要包括：

Entrepreneurship is a long-distance race without an end. In the process, some people will continue to participate, and some will quit for subjective or objective reasons. The reasons for shareholders' withdrawal mainly include:

1.股東對公司發展缺乏信心。對于公司前景的判斷因人而異，一些認為公司前景比較悲觀的股東和管理層會選擇退出。但如果股東個人退出而股權并不退出的話，則可能對公司的發展帶來障礙。。

1. Shareholders lack confidence in the development of the company. The judgment of the company's prospects varies from person to person. Some shareholders and management who think the company's prospects are pessimistic will choose to quit. However, if the individual shareholders withdraw but the equity does not withdraw, it may bring obstacles to the development of the company..

2.創始股東不合。創始股東在創業途中產生分歧十分正常，若各方因為理念、個性不同或者利益分配不均而無法協調，有些股東可能選擇退出。

2. The founding shareholders do not agree. It is normal for founding shareholders to have differences on the way to start a business. If all parties cannot coordinate because of different ideas, personalities or uneven distribution of interests, some shareholders may choose to quit.

如果股權結構沒有設置退出通道，則可能無法吐故納新，使公司保持活力；如果未設置退出通道，甚至有可能使公司陷入困境。

If there is no exit channel in the ownership structure, it may not be able to get rid of the old and absorb the new, so as to maintain the vitality of the company; If the exit channel is not set, the company may even get into trouble.