创始股东在设立公司时都无可避免的要涉及这样一个问题：公司股权结构该如何设计？现实中，由于对股权结构设计的不重视，初创企业在股权设计时往往会陷入到误区，实践表明，不合理的股权结构设计会为公司长久经营发展埋下隐患，出现创始股东丧失控制权、公司经营决策僵局等等问题。合理的股权结构设计能够为公司后续的发展打下坚实的基础，那么理想的股权结构设计要把握哪些关键点？

When founding shareholders set up a company, it is inevitable to involve such a problem: how to design the ownership structure of the company? In reality, due to the lack of attention to the ownership structure design, start-ups often fall into misunderstandings in the ownership design. Practice shows that unreasonable ownership structure design will bury hidden dangers for the long-term operation and development of the company, resulting in the loss of control by the founding shareholders, the deadlock of the company's operation decision and so on. Reasonable ownership structure design can lay a solid foundation for the subsequent development of the company, so what are the key points for the ideal ownership structure design?

创始股东之间的控股权

Controlling rights among founding shareholders

现实生活中，有一种情况为常见，创始人们为了避免在股权分配上反复争论，往往会选择平分，而股东均分股权容易导致缺乏控股或者相对控股的情况出现。均分股权主要出现在创业之初，创始股东基于感情且没有意识到这种股权结构存在的问题。虽然在实践中不乏均分股权也能够得到很好发展的情形，但是它的风险却一直存在。一旦各方存在分歧，轻者导致公司陷入僵局，重者则导致公司分崩离析。

In real life, there is a common situation. In order to avoid repeated debate on equity distribution, founders often choose to divide equally, and the equal distribution of equity by shareholders is easy to lead to the lack of control or relative control. Equity sharing mainly occurs at the beginning of entrepreneurship. The founding shareholders are based on emotion and are not aware of the problems existing in this ownership structure. Although in practice, there is no lack of good development of equal share ownership, but its risk has always existed. Once there are differences between the parties, the light one will lead to the deadlock of the company, and the heavy one will lead to the collapse of the company.

股权分配应为引进人才预留空间

Equity distribution should reserve space for the introduction of talents

公司的发展史就是一个各种人才不断荟萃的历程。而在当前，工资的高低固然是吸纳人才的重要方式，但单纯以工资作为筹码显然分量不够，尤其是对具备一定经济基础的高 端人才。因此，在公司创立时，创始人之间一定为未来团队的股权激励预留空间。否则，当引进的团队提出股权要求，需要创始股东转让股权时，创始股东在股权价值提升后会发生惜售心态，从而导致股权激励存在障碍。另一方面，股权预留可以被拟引进的人才所认可，提高人才引进的效率。预留空间用于股权激励的主要有设立持股平台、由实际控制人暂时代为持有两种方式。

The development history of the company is a process of constantly gathering all kinds of talents. At present, although the level of salary is an important way to attract talents, it is obviously not enough to use salary as a chip, especially for high-end talents with a certain economic foundation. Therefore, when the company was founded, the founders must reserve space for the equity incentive of the future team. Otherwise, when the introduced team puts forward equity requirements and the founding shareholders need to transfer their equity, the founding shareholders will be reluctant to sell after the equity value is improved, resulting in obstacles to equity incentive. On the other hand, equity reservation can be recognized by the talents to be introduced to improve the efficiency of talent introduction. The reserved space for equity incentive mainly includes the establishment of a shareholding platform and the temporary holding by the actual controller.

股权结构要设置退出通道

Exit channel shall be set for equity structure

创业就是一场没有终点的长跑，过程中不断有人参与，也会有人因为主观或者客观的原因退出。股东退出的原因主要包括：

Entrepreneurship is a long-distance race without an end. In the process, some people will continue to participate, and some will quit for subjective or objective reasons. The reasons for shareholders' withdrawal mainly include:

1.股东对公司发展缺乏信心。对于公司前景的判断因人而异，一些认为公司前景比较悲观的股东和管理层会选择退出。但如果股东个人退出而股权并不退出的话，则可能对公司的发展带来障碍。。

1. Shareholders lack confidence in the development of the company. The judgment of the company's prospects varies from person to person. Some shareholders and management who think the company's prospects are pessimistic will choose to quit. However, if the individual shareholders withdraw but the equity does not withdraw, it may bring obstacles to the development of the company..

2.创始股东不合。创始股东在创业途中产生分歧十分正常，若各方因为理念、个性不同或者利益分配不均而无法协调，有些股东可能选择退出。

2. The founding shareholders do not agree. It is normal for founding shareholders to have differences on the way to start a business. If all parties cannot coordinate because of different ideas, personalities or uneven distribution of interests, some shareholders may choose to quit.

如果股权结构没有设置退出通道，则可能无法吐故纳新，使公司保持活力；如果未设置退出通道，甚至有可能使公司陷入困境。

If there is no exit channel in the ownership structure, it may not be able to get rid of the old and absorb the new, so as to maintain the vitality of the company; If the exit channel is not set, the company may even get into trouble.