今天晚上刚跟一位老板朋友聊了一个扎心的话题,初创公司给合伙人干股,也就是白给股份,到底是真相还是大坑,我这么多年见过太多的老板了,干股给出去的时候豪气冲天,到最后呢，却反目成仇,对簿公堂,今天咱们就用大白话来拆解一下,给合伙人干股的利与弊,欢迎点赞收藏。

　　I just had a heart wrenching conversation with a friend of a boss tonight. Is it true or a big hole for a startup company to give shares to its partners for free? I have seen too many bosses over the years. When they give out shares, they are full of arrogance, but in the end, they become enemies and go to court. Today, let's use plain language to break down the pros and cons of giving shares to partners. Welcome to like and collect.

　　首先咱们说说干股是啥,为什么初创公司都爱用干股,简单一点说呢,干股就是不用出资就能当股东,拿分红的股份,通常干股都是给那些对于公司发展贡献重大,并且不可替代的关键人才,或者能够提供非常重要外部资源的人,在公司法里边呢,其实并没有干股的概念,干股一般就是类似于劳动股、技术股等,不能够在工商登记的股份,跟干股对应的概念是实股,实股呢，就是通过实际出资所持有的,在工商登记注册的公司股份,目前公司法允许股东以货币、实物、知识产权,土地使用权、股权和债权,这六种方式进行出资,只有这六种出资能够办理工商登记,不允许公司股东以劳务、劳动、技术或者管理贡献等出资。

　　First of all, let's talk about what dry shares are. Why do startups love to use dry shares? Simply put, dry shares are shares that can become shareholders without capital contribution and receive dividends. Dry shares are usually given to key talents who have made significant contributions to the development of the company and cannot be replaced, or those who can provide very important external resources. In the Company Law, there is actually no concept of dry shares. Dry shares are generally similar to labor shares, technology shares, etc., which cannot be registered with the industry and commerce. The corresponding concept to dry shares is real shares, which are company shares registered with the industry and commerce through actual capital contribution. Currently, the Company Law allows shareholders to use currency, physical assets, intellectual property, land use, etc. Rights, equity, and debt are the six ways of capital contribution, and only these six types of contributions can be registered with the industrial and commercial authorities. Shareholders of the company are not allowed to provide labor services Contributions in labor, technology, or management.

　　假如某个人的运营管理能力,营销能力或者技术能力特别强,公司少了他呢，玩不转,而他又没有钱或者没有意愿,真金白银的拿钱来投资入股,这时候老板想要拉他合伙创业或者留住他,可能就要用到给干股的方式来吸引他加盟,一般情况下,公司给干股呢，都会给虚拟股,不会给工商注册登记的实股,持股人可以根据这个虚拟股的数量,享受一定的分红权,但是一般情况下,既不享受公司的股权,所有、股份所有权,也没有表决权,股权不能够转让和出售,在离开企业的时候呢,虚拟股权自动失效,比如说你的技术比较牛,老板给你5%的干股,公司赚钱了呢,给你分红5%,但是公司股东会决议的时候,你就没有发言权,那初创公司为什么爱用干股这个方式呢,首先一个字儿,因为穷,给干股就是想要达到没钱还能留人的效果,公司初创期都很穷,给不起高薪,并且公司刚起步,前途未卜,生死难料,你想让员工掏钱入股,人家肯定犹豫,而干股呢，不用出资,靠能力换换分红,吸引力拉满,另外呢，就是操作简单,签个内部协议就能搞定,不用跑工商局登记。

　　If someone has strong operational management, marketing, or technical abilities, and the company cannot operate without them, and they have no money or willingness to invest in real money, the boss may need to use the method of giving them shares to attract them to join. Generally, when the company gives shares, it will give virtual shares instead of actual shares registered with the industry and commerce bureau. Shareholders can enjoy certain dividend rights based on the number of virtual shares, but generally do not enjoy the company's equity, ownership, or voting rights. Equity cannot be transferred or sold. When leaving the enterprise, virtual equity will automatically be given. Failure, for example, if your skills are good and your boss gives you 5% dry stock, the company will make a profit and give you a 5% dividend, But when it comes to the resolution of the company's shareholders' meeting, you don't have the right to speak. So why do startups like to use dry shares? First of all, because they are poor, giving dry shares is to achieve the effect of retaining people even if they have no money. The company is very poor during the start-up period and cannot afford high salaries. Moreover, the company is just starting out, and the future is uncertain. If you want employees to invest money, they will definitely hesitate. Dry shares, on the other hand, do not require capital investment, rely on ability to exchange dividends, and attract full attention. In addition, the operation is simple, and it can be solved by signing an internal agreement without having to go to the Industrial and Commercial Bureau for registration.

　　还有最重要的一点就是风险可控,干股往往只分红不掌权,老板不怕控制权被分走,在这咱们可要敲黑板了,干股就比较适合技术型或者知识型的公司,以及现金流或者盈利情况非常好的行业,先给干股绑定人才,等公司做大了再转实股,上面咱们说完干股的好处,接下来就聊一聊初创公司给干股的三个大坑,这些坑啊,90%的老板都踩过：

　　The most important point is that risks are controllable. Dry stocks often only distribute dividends and do not have control. Bosses are not afraid of losing control. Here, we need to knock on the blackboard. Dry stocks are more suitable for technology-based or knowledge-based companies, as well as industries with very good cash flow or profitability. First, bind talents to dry stocks, and then convert them into real stocks when the company grows bigger. After discussing the benefits of dry stocks, let's talk about the three major pitfalls that start-up companies give dry stocks. 90% of bosses have stepped into these pitfalls:

　　第一个坑,初创公司给干股,将导致股东间权责利不对等,养出白嫖党,出资是绑定创业合伙人的一种方式,合伙人完全不出资,那就很难绑定他,同时呢，干股股东只拿钱不担责,没有成本,投入压力就小,可能就导致动力不足,更容易躺平,假设公司亏本了,干股股东一分钱都不用赔,但是其他创始人呢，可能背上债务,那那些实际出资的创始人呢,就会担心干股股东不认真经营,随时可以抽身、撤退、跑路,这就非常不利于稳定创业团队的军心,另外，创业老板们的血泪教训一再表明,股东的权、责、利必须对等,干股可以给,但是呢，要出资出力合理匹配,通过协议提前规定好约束条件,计算好比例,明确退出条件,避免白嫖。

　　The first pitfall is that giving dry shares to start-up companies will lead to unequal rights and interests among shareholders, resulting in the emergence of freelancing parties. Capital contribution is a way of binding entrepreneurial partners, and if partners do not contribute at all, it is difficult to bind them. At the same time, dry shareholders only take money without responsibility, without cost, and the investment pressure is small, which may lead to insufficient motivation and easier to lay flat. If the company loses money, dry shareholders do not have to pay a penny, but other founders may be burdened with debt. Those founders who actually contribute will worry that dry shareholders are not serious about management and can withdraw, retreat, or run away at any time, which is very unfavorable for stabilizing the morale of the entrepreneurial team. In addition, the blood of entrepreneurial bosses is also very harmful. The tearful lessons repeatedly indicate that the rights, responsibilities, and benefits of shareholders must be equal. Dry shares can be given, but it is necessary to reasonably match the investment and output, and to set constraints in advance through negotiation, Calculate the proportion, clarify the exit conditions, and avoid freelancing.

　　第二个坑,干股变实股,工商登记难,税务雷区多,首先是登记难题,如果公司想给干股做工商登记,那就必须在规定期限内实缴出资到位,比如说公司注册资本100万,如果你想让这个10%的干股,变成工商登记的实股,那么你就得真正出资10万,无论是上面六种,六种之中的哪一种都得完成实际出资,否则工商局不认,那如果其他出资人比较大方,愿意把自己的股份拿出来一部分,以零元转让或者赠与给你,那又面临两重税务的风险,第一是股权转让人或者赠与人,可能面临不合理低价转让股份,而不交个人所得税,二是如果税务同意,按公司实行股权激励的方式处理,那么也要由被激励对象缴纳个税。

　　The second pitfall is the conversion of dry shares into actual shares, which is difficult to register with the industry and commerce bureau, and there are many tax pitfalls. Firstly, there are registration difficulties. If a company wants to register dry shares with the industry and commerce bureau, it must pay in the actual capital within the prescribed period. For example, if the registered capital of the company is 1 million yuan, if you want this 10% dry shares to become actual shares registered with the industry and commerce bureau, you must actually contribute 100000 yuan. Regardless of which of the six types mentioned above, you must complete the actual contribution. Otherwise, the industry and commerce bureau will not recognize it. If other investors are more generous and willing to transfer or gift a part of their shares to you for zero yuan, they will face two tax risks. The first is the equity transferor or donor. There may be an unreasonable low price transfer of shares without paying personal income tax. Secondly, if the tax authorities agree, the company may implement equity incentives, So the individual income tax must also be paid by the incentivized object.

　　第三个坑就是承诺给干股,可能反而起到相反效果,如果别人看不到公司未来的发展前景,或者盈利希望,给干股呢,不仅没有吸引力,反而会让人觉得,公司就是想通过画饼来减少薪酬支出,少给钱,另外，老板或者创始团队之间的口头承诺,往往都不亚于给公司埋雷,信誓旦旦的说,兄弟，你信我，过来跟我干吧,干股少不了你的,这种所谓的口头君子协定,在双方互撕时就是打口水战,切记口头承诺不算数,必须白纸黑字签协议,写明到底怎么分红,什么情况下可以收回股份等等,那如果想要通过给干股来达到吸引,留住人才的效果,究竟应该怎么样正确操作才能避坑呢,下一期咱们就讲讲给创业公司分配股权的正确姿势,初创公司如何通过合理的股权设计来规避风险,少走弯路,我们持续学习。

　　The third pitfall is promising dry shares, which may actually have the opposite effect. If others cannot see the company's future development prospects or profit prospects, giving dry shares not only lacks attractiveness, but also makes people feel that the company wants to reduce salary expenses and pay less by drawing a pie. In addition, verbal promises between bosses or founding teams are often no less than burying mines for the company. They confidently say, 'Brother, trust me, come and work with me. Dry shares cannot be without you.' This so-called verbal gentleman's agreement is a verbal war when both parties tear each other apart. Remember that verbal promises do not count, and you must sign an agreement in black and white, specifying how dividends will be distributed, under what circumstances shares can be recovered, and so on. So, if you want to attract and retain talent by offering dry stocks, how should you operate correctly to avoid pitfalls, In the next issue, we will talk about the correct way to allocate equity to startups, how startups can avoid risks and avoid detours through reasonable equity design, and we will continue to learn.

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