济南顶层架构设计:出钱不出力,出钱又出力,合伙怎么分?
发布时间:2025-11-21 来源:http://www.daoshangbao.com/
一、两人合伙常见的股权分配方式在创建企业时,两人合伙是常见的现象,这种合伙模式的股权分配方式也比较容易,具体方法如下:
1、 The common way of equity distribution in a two person partnership is when creating a business. This partnership model is also relatively easy to distribute equity. The specific methods are as follows:
(1)根据个人能力分配股权倘若两个人都是全职工作,在个人能力方面,建议错开搭配,可以“一强一弱”,这样能力强的人股权比例高一些,能力差的人股权比例则低一些。
(1) Allocate equity based on individual abilities. If both individuals are full-time workers, it is recommended to mix their individual abilities in a staggered manner, with one strong and one weak. This way, the equity ratio of the person with stronger abilities will be higher, while the equity ratio of the person with weaker abilities will be lower.
(2)根据分工方式分配股权公司的内外分工也有很大的区别:对于全职在内工作的人来说,即使投资小,但占股比例可以更大;对于在外不全职工作的人,或者只投资不加入公司运营的人来说,即使投钱多,也只能分配小额股份。
(2) There are significant differences in the internal and external division of labor of equity companies based on the division of labor: for full-time employees, even if the investment is small, the proportion of shares can be larger; For people who are not working full-time outside, or who only invest without joining the company's operations, even if they invest a lot of money, they can only be allocated small shares.
(3)根据发起人分配股权企业发起人通常也是带头人,按道理来说要给予更多股份。但也有一些特殊情况,发起人只是召集者,并不全职参与公司运营,而合伙人则全职工作,这种情况也有以下两种分配方法:
(3) According to the distribution of equity by the initiators, the initiators of the enterprise are usually also the leaders, and theoretically, more shares should be given. But there are also some special cases where the initiator is only the convener and not fully involved in the company's operations, while the partners work full-time. There are also two distribution methods for this situation:
方法一:发起人转变为投资人,分配小额股份;方法二:如果发起人不甘心自己花了这么多钱却只占到“小股”,还可以通过商定分红的方式来分配利润,需要考虑工资、奖金、分红等方面的收入,让做贡献更多的人能够多分配一些股权,保证合伙人之间的利益均衡。
Method 1: The initiator transforms into an investor and distributes small shares; Method 2: If the initiator is unwilling to spend so much money but only hold a "small share", profits can be distributed through agreed upon dividends, taking into account income such as salary, bonuses, and dividends, so that those who contribute more can receive more equity and ensure a balance of interests among partners.
(4)根据投资金额分配股权很多时候,两人合伙会直接按照彼此的投资金额来分配股权,这种方式最为简单,但仍然需要根据实际情况进行评估和计算,以满足合理分配的原则。
(4) When distributing equity based on investment amount, two partners will directly distribute equity according to each other's investment amount. This method is the simplest, but still needs to be evaluated and calculated according to the actual situation to meet the principle of reasonable distribution.
02二、两人合伙需要规避的错误股权分配方式(1)50%:50% 占股平均分配股权是很多两人合伙项目中常犯的错误,会产生权力与权力斗争的情况,容易导致内耗。
02 2. Mistakes to Avoid in Equity Distribution Methods for Two Person Partnerships (1) 50%: Equal distribution of equity based on 50% ownership is a common mistake in many two person partnership projects, which can lead to power struggles and internal conflicts.
(2)90%:10% 占股这种股权分配的比例大小过于悬殊,占股10%的合伙人工作时可能会比较消极,难以发挥全部价值。
(2) The proportion of equity distribution between 90% and 10% ownership is too disparate, and partners who hold 10% of the shares may be more passive in their work, making it difficult to fully realize their value.
(3)51%:49% 占股这种分配方式下,两个人的股权占比相差几乎可忽略不计,话语权都会被减弱,合作将难以长久维持。
(3) Under the distribution method of 51%: 49% ownership, the difference in equity ratio between the two individuals is almost negligible, and their voice will be weakened, making it difficult to maintain long-term cooperation.
【案例说明】例如,某个公司预计总投资额为1000万元,合伙人A投入200万元,且全职工作,分配20%的股份:合伙人B投入800万元,但他没有全职加入,却占了80%的股份。这种情况对于合伙人人来说,显然是不合理的,他很难全身心地投入工作中,这样对于企业发展非常不利。
For example, in a company with an expected total investment of 10 million yuan, partner A invests 2 million yuan and works full-time, distributing 20% of the shares; partner B invests 8 million yuan but does not join full-time, but holds 80% of the shares. This situation is obviously unreasonable for the partners, as it is difficult for them to fully devote themselves to their work, which is very detrimental to the development of the enterprise.
【解决方案】如果合伙人是企业发起人,建议根据他的贡献和作用,适当提高股权比例,可以设置为80%,而合伙人B可以设置为20%,或者采用7(67%):3(33%)的方式,这种分配方式的决策者非常清晰,可以对企业做出快速有效的决策,更利于公司的发展。总之,两人合伙创业时,创始人一定要保证分配到绝对的决策权,这样才能让创业项目获得安全、稳健的发展。
[Solution] If the partner is the initiator of the enterprise, it is recommended to increase the equity ratio appropriately based on their contribution and role, which can be set at 80%. Partner B can set it at 20%, or adopt a 7 (67%): 3 (33%) distribution method. The decision-makers of this distribution method are very clear and can make quick and effective decisions for the enterprise, which is more conducive to the development of the company. In short, when two people start a business together, the founder must ensure absolute decision-making power is allocated in order to ensure the safe and stable development of the entrepreneurial project.
03三、夫妻股东:天然的就是50:50夫妻合伙是一种比较常见和特殊的两人合伙形式,虽然表面上看是两个人,但本质上他们都属于同一个家庭,这等于说风险和责任还是由自己来承担。这种情况下,更多两个人都会更加努力地工作,两个人可能都会比较强势,因此一旦产生分歧,就很容易爆发冲突。
03 3. Husband and wife shareholders: Naturally, a 50:50 husband and wife partnership is a common and special form of two person partnership. Although it appears to be two people on the surface, they are essentially part of the same family, which means that the risks and responsibilities are still borne by oneself. In this situation, two more people will work harder and both may be more dominant, so once disagreements arise, it is easy for conflicts to erupt.
在现实生活中,夫妻联手创业的案例非常多,而且这些夫妻双方都拥有一定的个人能力,如果能够相互弥补,这当然是最好不过的。比如,丈夫专做产品、技术类的事务,妻子则主要负责企业的人事管理,那么彼此的冲突范围就会非常小。
In real life, there are many cases of couples working together to start a business, and both of these couples have certain personal abilities. If they can make up for each other, this is certainly the best. For example, if the husband specializes in product and technical affairs, while the wife is mainly responsible for personnel management of the enterprise, the scope of conflict between them will be very small.
股权的多少本质上体现了权力的大小,夫妻的股权都属于家庭的共同财产。如果对于权力的分配非常模糊,那么创业失败甚至感情破裂,也是常见的结果。因此,夫妻合伙创业一定要学会将生活和工作区分开来,在决策与经营中能够取长补短,消除足合片面性与情绪化所造成的失误。
The amount of equity essentially reflects the size of power, and both husband and wife's equity belong to the common property of the family. If the distribution of power is very vague, entrepreneurial failure or even emotional breakdown is also a common result. Therefore, couples who start a business together must learn to distinguish between life and work, learn to complement each other's strengths and weaknesses in decision-making and management, and eliminate the mistakes caused by one sidedness and emotionalism.
夫妻合伙股权分配最天然的比例就是50%:50%。夫妻之间权利与义务是共同体关系,彼此地位平等,对企业财产拥有共同的所有权和处理权。但是,我们可以把分红权和表决权分离开来。如果这个项目是由丈夫发起的,则可以把全部的分红权都让给妻子,家里的事由妻子管理;而自己掌握所有的表决权,企业的管理由丈夫全权负责,双方互不干涉。
The most natural ratio for the distribution of equity in a marital partnership is 50%: 50%. The rights and obligations between spouses are a community relationship, with equal status and joint ownership and disposal of corporate property. However, we can separate dividend rights from voting rights. If this project is initiated by the husband, all dividend rights can be transferred to the wife, and the family affairs can be managed by the wife; And he holds all the voting rights himself, and the management of the enterprise is solely the responsibility of the husband, with no interference from either party.
另外,建议随着企业的规模发展,夫妻中的一人可以慢慢退出公司的管理,毕竟事业不是一个人的全部,能兼顾家庭和事业的人才是真正有智慧的创业者。例如,马云和妻子张瑛是大学同学,他们在毕业后就马上结婚了。1999 年,张瑛随马云等18人团队创建阿里巴巴,曾任阿里巴巴总经理。在阿里巴巴拥有了超过2300亿美元的市值,并囊括雅虎、淘宝、支付宝后,马云将妻子劝离了总经理的岗位,回家做起了全职太太,此后的张瑛便安心惬意地在家相夫教子。
In addition, it is recommended that as the scale of the enterprise develops, one spouse can gradually withdraw from the management of the company, as career is not the sole responsibility of one person. Only those who can balance family and career are truly intelligent entrepreneurs. For example, Jack Ma and his wife Zhang Ying were college classmates and got married immediately after graduation. In 1999, Zhang Ying founded Alibaba with a team of 18 people including Jack Ma, and served as the general manager of Alibaba. After Alibaba had a market value of more than 230 billion dollars, including Yahoo, Taobao, and Alipay, Ma Yun persuaded his wife to leave the position of general manager and go home to become a full-time wife. Since then, Zhang Ying has been happy to meet her husband and teach her children at home.
04四、股权生命九条线1、绝对控制权67%,相当于100%的权力,修改公司章程/分立、合并、变更主营项目、重大决策2、相对控制权51%,控制线,绝对控制公司3、安全控制权34%,一票否决权4、30%上市公司要约收购线5、20%市大同业竞争警示线6、临时会议权10%,可提出质询/调查/起诉/清算/解散公司7、5%重大股权变动警示线8、临时提案权3%,提前开小会9、代位诉讼权1%,亦称派生诉讼权,可以间接的调查和起诉权(提起监事会或董事会调查)
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