创业公司合理的股权结构，是每一名创始人可以提前安排到位的。因为股权架构设计不好，轻则影响团队凝聚力，重则影响融资的进入，甚至团队散伙以及创始人被踢出董事会等灾难性后果。

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，创始人的通常情况是，合伙人已经找好，公司已经设立完成，才想到股权分配的合理性问题。发生这种情况，创始人应该怎么办？

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、融资主体股东人数过多，存在短期价值股东

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

风险：公司在进行融资前，股权人数越少越好，不超过3人，5人已经是上限。股权变动对于公司来说是件不小的事情，而股东人数越多，创业过程中，股东稳定性不会很高，股东退出概率越大。

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，股东拥有查账、投票、签字等诸多权利，协调起来难度大，成本高。对于长期资源型股东，股东在持股期间对于上下游商业秘密了解过多，是否存在不利隐患，并且资源量化难度大。对于短期资源型股东，给予股权实在有些浪费，也是对其他股东的不公平。

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：尽量不要让不适合或者没有长期价值的人成为股东。如果他们已经是你的合伙人股东了，那么需要重视工具。针对长期资源型股东，需要使其与公司层面进行隔离，要么找其他股东代持，要么进入持股平台；尽量将资源进行量化，设定股权确认机制，如果未到达预期目标可以要求其进行回购或者补充投资。针对短期资源型股东，如果已经进行到股东层面，那么可以与合伙人商议补充约定回购方式的协议。

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、股权比例存在僵局法律风险

2. There are legal risks in the proportion of shares

风险：A.单一股东（创始人）持股比例未超过50%；B.前二大股东持股比例之和不大于51%；C.没有一位股东股权比例大于33.3%风险：股东会决议时，如果各方意见不能得到统一，根据股权比例无法达成超过半数的人有一致意见，造成决策僵局，股东会层面无法作出决策。虽然看似一人独大的局面不够民主，但是对于创业公司来说，高效率的经营决策更加重要。

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股权分配方法对股权比例重新分配；利用工具进行二元股权架构设立，如一致行动人、投票权委托、合伙制度等；如果股权实在比较分散，则可以将预留出的期权池集中创始人一人代持，让创始人掌握更多主动权。

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、股权分配依据不科学，欠缺公平与长远考虑

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

风险：凭借经验的股权分配，可能它缓解了眼前的获取稀缺资源的压力，但是股权结构不是面向未来的结构，越往后会支付很高的股权成本，后面后患无穷，因为后面的人就很难再进来了，所有人都会和这个人比，凭什么他有30%，越到后来，这是一个没有办法解的结。

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：运用4C股权分配理论重新考量。

Plan: use 4C equity distribution theory to reconsider.