股权分配是很多创业者关心的话题，股权设计交织着利益、人性、法律、财务等诸多因素，不可不慎。股权设计需要解决：股权总额、股权份额如何分配（初始份额确认、动态调整机制、退出机制）、持股主体采用何种形式。

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、创业时谈好的是合伙，股权却完全一人独占。

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

如果是一人创业，其他人就是叫来纯打工的，企业也没打算融资上市，那么一人独占股权也是可以的。但如果说好的是一起创业，股权是独占或基本独占，那么很难走长远，也容易引发矛盾和纠 纷。创业合伙不仅要有软交情，而且还要有硬利益，才能走得更长远。只讲交情不讲利益，或只讲利益不讲交情，都不是合适的做法。

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、股权过于平均，缺少带头大哥

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

比如两个创始人五五开，三个人每人33.3%，这都是经典的创业必分 裂的股权结构。即使两个人共同起步，也一定会有一个人在跑步的过程中成为真 正的老大。比较良好的股权结构是“众星捧月型”，有一个带头大哥，就是核心股东。

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、缺少明确的股权分配协议

3. Lack of clear equity distribution agreement

大多数创业公司在创业初期，创始成员只顾着一起埋头苦干，从不考虑自己的占股，更不会考虑自己的股份比例。等到了公司日益壮大，前景日益清晰时，早期的创始成员才开始关注自己的股份比例，这个时候再去讨论如何分配股权，由于这个时候蛋糕已经做大，人性就是会高估自己的贡献，要解决好分配，就很难，容易让团队出现问题，影响公司的正常发展。永远不要在利益面前去考验人性。

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、过于迷信股权激励的力量。

4. Too superstitious about the power of equity incentive.

员工股权激励有一定作用，但不是所有创业企业都适合，也不是所有阶段都适合。对绝大多数初创期企业来说，股权本身价值有限，起不到多大激励作用，而且会为了股权分配、退出等耗费许多精力。此外，入股容易退股难，建议创业企业在进行股权激励时三思而后行，不要盲目跟风。

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.