(1) 均等的股權結構

(1) Equal equity structure

為什么？因為不同的合伙人他對創(chuàng)業(yè)項目的貢獻不一樣，雖然你出100我出100大家出資是一樣的，但在實際操作過程中每個人的擅長點不一樣，貢獻度就不一樣，如果出資一樣，貢獻度不一樣，在企業(yè)早期還是OK的，項目沒做成就不討論了，項目做成了合伙人會因為利益分配不均衡而出現(xiàn)

Why? Because different partners have different contributions to entrepreneurial projects, although you contribute 100 and I contribute 100, everyone contributes the same amount. However, in the actual operation process, each person's strengths and contributions are different, resulting in different levels of contribution. If the contributions are the same and not the same, it is still okay in the early stages of the enterprise. If the project is not achieved, it will not be discussed. Once the project is completed, partners may appear due to uneven distribution of benefits

(2) 一個股東絕對不可取

(2) A shareholder is absolutely not advisable

因為公司法規(guī)定一人有限責任公司的股東如果不能舉證證明個人財產(chǎn)與公司財產(chǎn)是獨立的將對公司債務承擔連帶責任。很多創(chuàng)業(yè)企業(yè)一開始的財務不規(guī)范，往往經(jīng)不起審計，所以這個一人有限公司不可取。

Because the Company Law stipulates that if a shareholder of a one person limited liability company cannot provide evidence to prove that their personal property is independent of the company's property, they will be jointly and severally liable for the company's debts. Many start-up companies have irregular financial practices at the beginning and often cannot withstand auditing, so this one person limited company is not advisable.

(3) 五五分的股權結構

(3) A 50/50 equity structure

均等里面差的就是5：5分賬，比如真功夫，通常這樣的公司會陷入僵局，公司形不成有效的決議。因為公司法股東會會議作出修改公司章程、增加或者減少注冊資本的決議，以及公司合并、分立、解散或者變更公司形式的決議，必須經(jīng)代表三分之二以上表權的股東通過。

The only difference in equality is a 5:5 split. For example, in the case of true kung fu, companies like this often fall into a deadlock and cannot form effective resolutions. Because resolutions to amend the company's articles of association, increase or decrease registered capital, as well as resolutions to merge, divide, dissolve or change the company's form, must be passed by shareholders representing more than two-thirds of the voting rights.

通常的創(chuàng)業(yè)公司表決權都是按出資比例分配的，這種情況下，5：5的股權是無法形成股東會決議的，那么導致的局面就是一個股東控制公司財務章證照，另外一個股東逼急了就只能申請解散公司，但是解散公司也是有條件的，就是公司兩年內(nèi)不能形成有效的股東會決議，公司經(jīng)營困難。終的結局就是兩敗俱傷。

Usually, the voting rights of start-up companies are distributed according to the proportion of their capital contributions. In this case, a 5:5 equity cannot form a shareholder meeting resolution, resulting in a situation where one shareholder controls the company's financial seal and certificate, while the other shareholder can only apply for dissolution if they are in a hurry. However, dissolution of the company also has conditions, which means that the company cannot form a valid shareholder meeting resolution within two years, making the company difficult to operate. The ultimate outcome is a mutual defeat.

對股權缺乏基本常識的，不僅僅是創(chuàng)業(yè)者，也包括大量非專業(yè)機構的投資人。比如，我們看到，有投資人投70萬，創(chuàng)始人投30萬，股權一開始簡單、直接、高效、粗暴地做成70：30。但是，項目跑2年后，創(chuàng)始人認為，自己既出錢又出力，吭哧吭哧卻干成了小股東，投資人只出錢不出力卻是大股東，不公平。想找其他合伙人進來，卻發(fā)現(xiàn)沒股權空間。投資機構看完公司股權后，沒有一家敢進。優(yōu)秀合伙人與后續(xù)機構投資人進入公司的通道都給堵上了。

Those who lack basic knowledge about equity are not only entrepreneurs, but also a large number of non professional institutional investors. For example, we can see that investors invest 700000 yuan, founders invest 300000 yuan, and the equity is initially simple, direct, efficient, and rough at 70:30. However, after running the project for 2 years, the founder believed that he had contributed both money and effort, but managed to become a minority shareholder. Investors who only contributed money but did not contribute were the major shareholders, which was unfair. I wanted to find other partners to come in, but found that there was no equity space. After reviewing the company's equity, no investment institution dared to enter. The channels for excellent partners and subsequent institutional investors to enter the company have been blocked.

我們見過太多上市公司投資個三五百萬，甚至有的孵化器投資個三五十萬，都熱衷于控股創(chuàng)業(yè)企業(yè)。他們認為，股權占的搶的越多越好。很多初創(chuàng)企業(yè)，一開始把股權當大白菜賣。等到公司啟動融資，發(fā)現(xiàn)股權結構不對，想對股權架構進行調整時，發(fā)現(xiàn)微調早期投資人股權就是動人家價值三五百萬的蛋糕，是活生生“烤”驗人性。人性，又很難經(jīng)得起“烤”驗，結果經(jīng)常是雞飛蛋打。

We have seen too many listed companies invest three to five million yuan, and even some incubators invest three to five million yuan, all eager to control start-up enterprises. They believe that the more equity they hold, the better. Many startups initially sell their equity like cabbage. When the company started financing and found that the equity structure was not right, and wanted to adjust the equity structure, it was discovered that fine-tuning the early investor's equity was a cake worth three to five million yuan, which was a living "baking" of human nature. Human nature is difficult to withstand, and the result is often a flying egg.

根據(jù)統(tǒng)計數(shù)據(jù)，高達19.49%參與體檢的創(chuàng)業(yè)企業(yè)由外部投資人控股。這些企業(yè)在未來招募合伙人與外部融資時，都會經(jīng)歷股權之痛。如果沒有在創(chuàng)業(yè)早期調整股權結構，這會給后續(xù)合伙人與機構投資人進入添堵，進而限制了公司的發(fā)展。 from=search&spm_id_from=333.337.0.0 出處：bilibili

According to statistical data, up to 19.49% of entrepreneurial enterprises participating in physical examinations are controlled by external investors. These companies will experience the pain of equity when recruiting partners and external financing in the future. If the equity structure is not adjusted in the early stages of entrepreneurship, it will add obstacles to the entry of subsequent partners and institutional investors, thereby limiting the company's development.