如果經營一家公司，您覺得是單打獨斗好還是合伙創業好？顯而易見，單打獨斗創業的人都沒有什么好結果。如今是一個資源整合的年代，您有技術、人脈，他有資源、資金，大家合起來就是優勢互補，比一個人單干強太多了。一旦合伙開公司，就一定會涉及股權問題，對于股權，您了解多少呢？

If you run a company, do you think it's better to work alone or to start a business in partnership? It is obvious that those who start their own businesses alone have no good results. Nowadays is an era of resource integration. You have the technology and network, as well as the resources and funds. Together, everyone has complementary advantages, which is much stronger than working alone. Once a partnership is established, it will inevitably involve equity issues. How much do you know about equity?

一股權分配要做到大而不獨

Equity distribution should be large and not exclusive

創業，通常都是跟熟悉的人開始的，是朋友是兄弟是閨蜜，跟自己熟悉的人一起創業并沒有問題，在合作上更加容易磨合，但大的禁忌就在于股權的平均分配。

Entrepreneurship usually starts with familiar people, whether they are friends, brothers, or girlfriends. It is not a problem to start a business with familiar people, and cooperation is easier to reconcile. However, the big taboo is the equal distribution of equity.

一般來說，兄弟之間一起創業，總會覺得，我們之間什么關系，和其他那些鬧翻的人大不一樣，于是兩人創業，每人50%，三人創業，每人33.3%，四人創業，每人25%，公平公正公開還不傷和氣。但這往往注定創始人之間會有一場分家散伙的廝殺大戰。

Generally speaking, when brothers start a business together, they always feel that our relationship is different from those of those who fall out. So, two people start a business, 50% each, three people start a business, 33.3% each, and four people start a business, 25% each. Fairness, fairness, and openness are not harmful to harmony. But this often means that there will be a fierce battle between the founders, where they will be separated from each other.

創業的時候，公司每天都面臨的極大的不確定性，這就要求初創企業在短時間內做出大量決策。如果合伙人之間意見不和，誰是領導？誰來決策？兩人創業聽誰的？三人創業誰是老大？

When starting a business, companies face great uncertainty every day, which requires startups to make a large number of decisions in a short period of time. If there is disagreement among partners, who is the leader? Who makes the decision? Who will listen to when two people start a business? Who is the boss of a three person entrepreneurship?

所以在股權的結構上，一定要有人說了算，主要創始人的股權一定要在50%以上，擁有公司的絕對控制權，否則在意見不一致的情況下，寸步難行。

Therefore, in terms of equity structure, someone must have the final say. The equity of the main founder must be more than 50% and have the absolute control of the company. Otherwise, it will be difficult to move forward in case of disagreement.

那我占98%的股權，你和他各1%可以嗎？當然不行，這樣的股權結構，意味著另外兩個人，根本就不是你的合伙人，你會找一個比你弱98倍的人做合伙人嗎？這么低的股份，他們根本就沒有為公司奮斗的動力。這就是股權結構的“大而不獨”。

Can I own 98% of the equity, and you and he each hold 1%? Of course not, such an equity structure means that the other two people are not your partners at all. Would you find someone 98 times weaker than you as a partner? With such low shares, they have no motivation to fight for the company at all. This is the "big but not unique" equity structure.

二股權用得好，公司賺錢少不了

Good use of secondary equity is essential for the company to make money

要如何分配股權才合理？一般對于剛創業還未分配股權的，可以采用7:2:1、6:3:1、6:2:2、5:3:2這樣的分配模式。總之就是第一大股東的占股比要在50%以上，要大于或等于其他股東的股權相加，而第二股東的股權不能少于10%，這樣就能做到大而不獨。

How to allocate equity reasonably? For those who have just started a business and have not yet been allocated equity, distribution models such as 7:2:1, 6:3:1, 6:2:2, and 5:3:2 can be adopted. In short, the first largest shareholder should have a shareholding ratio of over 50%, which should be greater than or equal to the sum of the equity of other shareholders, while the equity of the second shareholder cannot be less than 10%, so as to achieve the goal of being large and not independent.

當年“真功夫”的股權大戰，就是因為兩大創始人潘宇海與蔡達標的股權占比都是50%，進而矛盾激化，終在潘宇海“舉報”下，蔡達標鋃鐺入獄。因此股權均分就是大的誤區。

The equity battle of "True Kung Fu" in the past was intensified due to the fact that the two founders, Pan Yuhai and Cai Baida, both held 50% of the shares, which led to the escalation of the conflict. Finally, Cai Baida was arrested and imprisoned under the "report" of Pan Yuhai. Therefore, sharing equity equally is a big misconception.

那么對于那些已經均分股權的創業公司該怎么辦？海底撈就是一個可以借鑒的例子。海底撈初的創始人有4個，為兩男兩女，后來這4人也恰好組成了兩個家庭。

So what should be done for startups that have already split their equity equally? Haidilao is an example that can be used for reference. There were four founders of Hai Di Lao Chu, two men and two women, who later formed two families.

海底撈在頗具規模之后，能力出眾的張勇先是把兩位女股東辭掉，然后讓施永宏退出公司管理，并讓出18%的股權。在掌握公司控制權后，張勇才有足夠的號召力，帶領海底撈一路攀升，終于在2018年海底撈成功上市，原來的兩對創始人也收到了大量的分紅。

After Hai Di Lao gained considerable scale, Zhang Yong, who had outstanding abilities, first fired two female shareholders and then asked Shi Yonghong to withdraw from the company's management and relinquish 18% of the equity. After gaining control of the company, Zhang Yong had enough appeal and led Hai Di Lao to climb all the way. Finally, Hai Di Lao successfully went public in 2018, and the original two founders also received a large amount of dividends.

三科學的股權架構特點

The characteristics of the equity structure of the three sciences

1. 僅一個核心股東：也就是只有一個主導者，如果股東當中誰說話都算數，那就等于說話都不算數，意見不合容易掐架散伙。

1. Only one core shareholder: That is to say, there is only one leader. If anyone among the shareholders keeps their word, it is equivalent to not keeping their word, and disagreements can easily lead to arguments and disbandment.

2. 股權結構簡單清晰：“簡單”是指股東不要太多人，初創公司科學的配置是3個人，這樣在溝通方面會有緩沖地帶，“清晰”是指股東數量和股比、代持人、期權池等。

2. Simple and clear equity structure: "Simple" refers to not having too many shareholders, and the scientific allocation of three people in a startup company will provide a buffer zone in communication. "Clear" refers to the number and proportion of shareholders, proxy holders, option pools, etc.

3. 股東能力、資源互補：股東之間好能彼此互相幫襯，如果幾個人能力很相近，那在決策中爭執是不可避免的。

3. Shareholder capability and resource complementarity: Shareholders can complement each other well, and if several people have similar abilities, disputes in decision-making are inevitable.

4. 股東之間相互信任：彼此各自獨當一面，每個人發揮自己做大的能力去做事，互相不干涉，并且彼此信任。

4. Mutual trust among shareholders: each party takes on their own responsibilities, each person uses their own abilities to do things bigger, does not interfere with each other, and trusts each other.

四如何做好股權設計

How to do a good job in equity design

真格基金的創始人徐小平曾說過：合理的股權設計的重要性超過了商業模式和行業選擇，比你是否處于風口更重要。

Xu Xiaoping, the founder of Zhenge Fund, once said: The importance of reasonable equity design goes beyond business models and industry choices, and is more important than whether you are in the forefront.

大部分初創公司前期股權分配不合理，那么就相當于患有“先天性心臟病”，一旦到后期爆發開來，那就是一個企業倒閉之時。

Most startups have unreasonable equity distribution in the early stages, which is equivalent to suffering from congenital heart disease. Once it erupts in the later stages, it is the time for a company to go bankrupt.

因此，作為企業老板、管理者、投資者、創業者，在經營企業或投資之前，對股權知識的學習是必不可少。

Therefore, as business owners, managers, investors, and entrepreneurs, learning equity knowledge is essential before operating or investing in a business.

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