如何设计股权才能保证控制权不丢失?
发布时间:2021-06-21 发布人:山东股章浏览次数:1243次 来源:www.guquanzhanlue.com
1.尽量不要在公司遇到发展瓶颈时做股权融资
1. Try not to do equity financing when the company encounters development bottleneck
对于企业来说,好的股权融资时机就是公司处于上升期时,而绝非公司陷入困境或遇到发展瓶颈之时。如果企业处于发展瓶颈期,此时与投资人谈融资,投资人会感到公司现在非常缺钱,在股权问题上容易狮子大开口。这就会使创业者在谈判中处于不利地位,也会导致公司付出很高的代价来获得融资。
For enterprises, a good time for equity financing is when the company is on the rise, not when the company is in trouble or meets the bottleneck of development. If the enterprise is in the bottleneck period of development and talks about financing with investors at this time, investors will feel that the company is very short of money now, and it is easy to make a big opening on the issue of equity. This will put the entrepreneur in a disadvantageous position in the negotiation, and also lead the company to pay a high price to obtain financing.

2.尽可能增加溢价倍数
2. Increase the premium multiple as much as possible
企业创始人为了不丧失控制权,可以要求溢价融资。一般公司发展处于上升阶段的早期时,溢价可以达到2~3倍。例如,公司的股价为1元1股,为投资者增发的股价就可以为2元或3元1股,这样,同样是占10%的股份,投资者就需要出2~3倍的钱オ可以投资。在企业发展阶段,可以以更高的溢价来进行股权融资,这样可以尽可能地降低创始人的融资成本。
In order not to lose control, the founder can ask for premium financing. When the development of general companies is in the early stage of rising, the premium can reach 2 ~ 3 times. For example, if the company's share price is 1 yuan per share, the additional share price for investors can be 2 yuan or 3 yuan per share. In this way, if the shares also account for 10%, investors need to pay 2-3 times as much money to invest. In the stage of rapid development of enterprises, equity financing can be carried out at a higher premium, which can reduce the financing cost of founders as much as possible.
3.实行AB股机制
3. Implement AB share mechanism
创业团队为了保证自己对企业的控制权,可以在进行股权融资时实行AB股机制。AB股机制就是将股份分为A、B两类,给外部投资人的为A类股,这类股实施投票权时可以1股抵1票;而公司创始人手里的股为B类股,B类股实施投票权时可以1股抵10票,这就在一定程度上保证了创始人的控制权,创始人仍可继续掌握公司的命运。当然,实行AB股制度的前提是要遵守法律法规,依据《公司法》的相关规定,有限责任公司可以同股不同权,而股份公司需要同股同权,因此在实行AB股机制时一定要注意公司的性质。
In order to ensure their control over the enterprise, entrepreneurial team can implement AB share mechanism in equity financing. The AB share mechanism is to divide the shares into a and B classes, and the class A shares are given to the external investors. When this class of shares implement the voting right, one share is worth one vote; The shares in the hands of the company's founders are class B shares. When class B shares are implemented with voting rights, one share is worth 10 votes, which ensures the control of the founders to a certain extent, and the founders can still continue to control the fate of the company. Of course, the premise of implementing the AB share system is to comply with laws and regulations. According to the relevant provisions of the company law, limited liability companies can have the same shares with different rights, while joint-stock companies need the same shares with the same rights. Therefore, we must pay attention to the nature of the company when implementing the AB share mechanism.
4.在创业初期不要让投资人占大股
4. Don't let investors hold a large share in the initial stage of entrepreneurship
企业发展初期给天使投资人的股份不要过高,否则会使公司后续发展无力。如果投资人所占的股份过高,会在一定程度上稀释公司创始人的股份。公司在以后的发展中不仅要设立股权池,还会有好几轮融资,这样,企业创始人的股权就会不断被稀释,控制权自然会被影响,创始人就会有失去控制权的风险。因此在给投资人股份时,一定要把股份控制在30%以内。
In the early stage of enterprise development, the shares given to angel investors should not be too high, otherwise it will make the follow-up development of the company powerless. If the investor's share is too high, it will dilute the founder's shares to a certain extent. In the future development, the company should not only set up equity pool, but also have several rounds of financing. In this way, the equity of the founder of the enterprise will be continuously diluted, the control right will be naturally affected, and the founder will have the risk of losing the control right. Therefore, when giving investors shares, we must control the shares within 30%.
一手打下的江山,只能拱手相让,相信这样的滋味并不好受。作为创业者,务必要明白在创业前期占股在67%以上,这样才能更好地掌握控制权,避免江山易主的悲剧发生。
It's not easy to believe that this kind of taste is not good. As an entrepreneur, it is necessary to understand that in the early stage of entrepreneurship, the proportion of shares is more than 67%, so as to better control and avoid the tragedy of changing owners.