如何设计合伙人股权的进入和退出机制?
发布时间:2021-03-15 发布人:山东股章浏览次数:1271次 来源:www.guquanzhanlue.com
1、进入机制:
1. Entry mechanism:
进入条件:要做好合伙人股的进入机制,先得想明白我们认为的合伙人,是既有创业能力,又有创业心态,有3-5年全职投入预期的公司创始人与联合创始人。
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.
合伙人是公司贡献大的,也是主要参与分配股的人。合伙之后,公司的大小事情,合伙人之间都得商量着来,重大事件,甚至还得合伙人同意。公司赚的每一分钱,不管是否和合伙人直接相关,大家都按照事先约定好的股比例进行分配。
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.

进入方式:如引入新的股东,原股东同意以同比例稀释的方式或原股东一致书面同意的方式向其转让股。
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、退出机制:
2. Exit mechanism:
退出条件:在一定期限内(比如,一年之内),约定股由创始股东代持。约定合伙人的股和服务期限挂钩,股分期成熟(比如4年)。股东中途退出,公司或其它合伙人有股溢价回购离职合伙人未成熟、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.
其中常见的退出方式有以下三种:
There are three common ways to exit
1、 当然退出:公司以原认 购价 格代为回购其持有的股,并不再发放其当年度的红利、
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(无偿回购):公司有自行取消其股东身份,无偿收回其股,并不再发放当年红利,如给公司造成损失的,须向公司进行赔偿。
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、期满退出(现价回购):如股东在公司持股超过一定期限后当然退出或退休的,则公司可按现价回购其股。
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.