合伙人股权退出机制如何进行设计?
发布时间:2021-08-13 发布人:山东股章浏览次数:1249次 来源:www.guquanzhanlue.com
创业公司的发展过程中总是会遇到核心人员的波动,特别是已经持有公司股权的合伙人退出团队,如何处理合伙人手里的股份,才能免因合伙人股权问题影响公司正常经营。
In the development process of start-up companies, there will always be fluctuations in core personnel, especially when partners who already hold the company's equity withdraw from the team. How to deal with the shares in the hands of partners in order to avoid affecting the normal operation of the company due to partner equity problems.
1、提前约定退出机制,管理好合伙人预期。
1. Agree on the exit mechanism in advance and manage the expectations of partners.
提前设定好股权退出机制,约定好在什么阶段合伙人退出公司后,要退回的股权和退回形式。创业公司的股权价值是所有合伙人持续长期的服务于公司赚取的,当合伙人退出公司后,其所持的股权应该按照一定的形式退出。一方面对于继续在公司里做事的其他合伙人更公平,另一方面也便于公司的持续稳定发展。

The equity withdrawal mechanism shall be set in advance, and the equity and return form to be returned after the partner withdraws from the company at what stage shall be agreed. The equity value of a start-up company is earned by all partners who continue to serve the company for a long time. When partners withdraw from the company, their equity should withdraw in a certain form. On the one hand, it is more fair to other partners who continue to work in the company, on the other hand, it is also conducive to the sustainable and stable development of the company.
2、股东中途退出,股权溢价回购。
2. Shareholders withdraw halfway and buy back their shares at a premium.
退出的合伙人的股权回购方式只能通过提前约定的退出,退出时公司可以按照当时公司的估值对合伙人手里的股权进行回购,回购的价格可以按照当时公司估值的价格适当溢价。
The way of equity repurchase of withdrawing partners can only be through the withdrawal agreed in advance. At the time of withdrawal, the company can repurchase the equity in the hands of partners according to the valuation of the company at that time, and the repurchase price can be appropriately premium according to the valuation price of the company at that time.
3、设定高额违约金条款。
3. Set high liquidated damages clause.
为了防止合伙人退出公司但却不同意公司回购股权,可以在股东协议中设定高额的违约金条款。
In order to prevent partners from withdrawing from the company but do not agree with the company to repurchase equity, a high penalty clause can be set in the shareholders' agreement.