合伙创业啊,90%的坑都出在股权上,兄弟反目,公私散伙,根源啊，就是一开始股权就分错了,我们今天呢，用一条视频,把股权设计的六个核心问题,一次性的给你讲清楚,本篇文章，含金量极高,建议你点赞收藏,至少看三遍,帮你省下几万的学费。

　　Partnership entrepreneurship, 90% of the pitfalls lie in equity. Brothers turn against each other, public-private partnerships break up, and the root cause is that equity was divided incorrectly from the beginning. Today, we will use a video to explain the six core issues of equity design to you in one go. This article has high value and we suggest that you like and collect it, watch it at least three times, and help you save tens of thousands of tuition fees.

　　那首先第一个呢,就是关于股权分配,股权分配呢，千万不要再按前分或者是平均分了,最蠢的分法其实就是按出资分,或者几个兄弟无脑均分,你像公司又不是丐帮,有钱出钱、有力出力,贡献完全不同,怎么可能一样的分法呢,那我们记住以下的方法和原则,至少能解决80%的分配的难题,也就是我们把股东啊,先分成三类,资金股、人力股,还有资源股,那每一种呢，我们赋予它不同的权重,所处的行业不同个股的权重是不太一样的,即便是同一个企业,它在不同的阶段下,它有可能权重也是不一样的,那么资金股呢,它其实就是按照实际的出资额来分,一般呢，按照20%到5%的权重,

　　First of all, regarding equity distribution, it's important not to divide shareholders into three categories: capital shares, human resources shares, and resource shares. The dumbest way to divide shareholders is to divide them equally based on their contributions or the brainless distribution of several brothers. You're like a company that's not a beggar's gang, where you have the money to contribute, the power to contribute, and the contribution is completely different. How can you have the same distribution method? Let's remember the following methods and principles, which can solve at least 80% of the distribution problem. That is, we divide shareholders into three categories: capital shares, human resources shares, and resource shares. We assign different weights to each category, and the weight of each stock varies depending on the industry it operates in. Even if it's the same enterprise, its weight is different. At different stages, its weight may also be different. For capital stocks, they are actually divided according to the actual amount of capital contribution, generally with a weight of 20% to 5%,

　　那第二种就是人力股,人力股其实就是按照贡献来分,就是谁是全职投入的,核心是那个不可替代 CEO 还是 CTU ,一般呢，人力股30%到80%的权重,那

　　The second type is human resources stocks, which are actually divided according to contributions, that is, who is full-time invested, and the core is the irreplaceable CEO or CTU. Generally, human resources stocks have a weight of 30% to 80%

　　第三种呢，就是资源股,它就是按兑现来分,看谁能够带来关键的客户渠道,或者是说政府的资源,一般呢，能占到10%到30%,所以不同的行业啊,每一种股份的占比还真不太一样,得要区别的对待,最后的计算啊,就是每个股东在每种资源向下,它的贡献占比来乘以这种资源的权重,比方说人力股的权重乘以它的贡献占比,资金股的还有资源股的,同样的加在一起,那么举个例子,比方说 A 股东,他投资家餐饮企业,那么这家企业呢,我们认为资金和人力是主要的两种贡献的来源,那么几个股东一起商量资金股,我们按照40%,人力股按照60%,公司投资了200万,A 呢，出资60万,占比呢，30%,他又在公司全职运营,所以他的股份应该怎么计算呢,就是按照80%,也就是他全职运营,它占到80%的贡献,乘以人力股在这个餐饮企业当中的权重,再加上他出资占了这个企业的30%,再乘以40%的资金股的权重,最后得到的结果呢,就是这个60%,总体来说啊,权责利对等、控制权清晰、动态的激励,还有退出规则,是我们认为你在设计一个股权当中,需要把握的基金的原则。

　　The third type is resource stocks, which are divided based on cash flow to see who can bring in key customer channels or government resources. Generally, they can account for 10% to 30%. Therefore, the proportion of each type of stock varies from industry to industry, and it needs to be treated differently. The final calculation is that each shareholder's contribution to each resource is multiplied by the weight of that resource. For example, the weight of human resources stocks is multiplied by their contribution, and there are also resource stocks in capital stocks. For example, the proportion of A shareholder, who invests in a catering enterprise, is the same company. We believe that capital and manpower are... The two main sources of contribution were discussed by several shareholders. We agreed on a 40% capital share and a 60% human resources share. The company invested 2 million yuan, As for A, he invested 600000 yuan, accounting for 30% of the total. He operates full-time in the company, so how should his shares be calculated? It is based on 80%, which means he operates full-time and accounts for 80% of the contribution. Multiplying this by the weight of human resources stocks in this catering enterprise, plus his investment accounting for 30% of the enterprise, and then multiplying by the weight of 40% of capital stocks, the final result is 60%. Overall, the principles of equal rights, clear control, dynamic incentives, and exit rules are what we believe you need to grasp when designing an equity fund.

　　第二点呢，就是关于创始人的控制权,如何避免被踢出局的这种悲剧,公司做大了,创始人被资本或者合伙人联手赶走的故事啊,每一天都在上演,不想要重蹈覆辙啊,这五条控制权护城河啊,必须在创业第一天就挖。

　　The second point is about the control of the founder. How to avoid the tragedy of being kicked out? The story of the founder being driven away by capital or partners when the company grows bigger is happening every day. If you don't want to repeat the same mistake, these five control moats must be dug on the first day of entrepreneurship.

　　第一个，就是一致行动人协议,或者是委托投票,也就是和你的铁杆盟友签下合约,让他们的投票权啊，永远跟着你走,

　　The first one is the concerted action agreement, or proxy voting, which means signing a contract with your loyal allies to give them the right to vote and always follow you,

　　第二种，就是恒股不同权,或者呢，在上市公司,你说叫他 A 、 B 股,言下之意呢,就是你的股份每一股有十票的投票权,而投资人呢，每股只有一票,这个呢，就是顶级创始人的标配,

　　The second type is that there are different rights for permanent shares, or in listed companies, when you call them A and B shares, it means that each share of your stock has ten voting rights, while investors only have one vote per share. This is the standard configuration for top founders,

　　第三种呢，就是董事会的席位,无论你出让多少股份,创始团队必须要在董事会占有绝对多数的席位,你要锁死在公司的决策的中枢,第四种呢，就是创始人的一票否决权,如果公司的融资比较多,创始人呢,他的股权比例会稀释到50%,甚至是三分之以下,那么你要在公司章程当中写明了,关于修改章程啊,公司出售、主营业务变更或者核心资产抵押这些重大事项啊,你要有一票的否决权。

　　The third type is the seats on the board of directors. No matter how many shares you sell, the founding team must hold an absolute majority of seats on the board of directors and be locked in the decision-making center of the company. The fourth type is the founder's veto power. If the company has a large amount of financing, the founder's equity ratio will be diluted to 50% or even less than one-third. Therefore, you need to specify in the company's articles of association that you have one vote to veto major matters such as amending the articles of association, selling the company, changing the main business, or mortgaging core assets.

　　那第五呢，就是股权回购的条款,你要提前沟通好,如果有股东和公司的发展理念不合,或者是他们离职的时候,创始人有权按照约定的价格,强制回购他的股权,这五条啊，就是你的五道免死金牌,第三点呢，就是关于公司估值,新人入伙公司到底值多少钱,那么合伙半年了,有些人想带着钱或者带着技术入伙,你让他出多少钱,你才能出让10%的股权,拍脑袋乱要价,不是把人吓跑了,就是把自己给卖便宜了,所以我教你五个早期公司最实用的估值的公式：

　　The fifth point is about the terms of equity repurchase. You need to communicate in advance. If there are shareholders and the company's development philosophy do not match, or if they resign, the founder has the right to forcibly repurchase their equity at the agreed price. These five points are your five life-saving gold medals. The third point is about the company valuation. How much is it worth for a new employee to join the company? After six months of partnership, some people want to join with money or technology. How much money can you ask them to pay before you can sell 10% of the equity? You can ask for random prices, either scaring people away or selling yourself cheap. So I will teach you five practical valuation formulas for early companies:

　　1）如果是你公司盈利的话,那么你可以参考市盈利法,比方说按照上一年度净利润的8~10倍来计算,

　　1) If your company is profitable, you can refer to the market profit method, for example, calculating based on 8-10 times the net profit of the previous year,

　　2）如果你公司盈利一般,那你可以参考市销率法,就是按照销售收入的三倍到五倍,那如果你是资产密集型的行业

　　2) If your company's profit is average, you can refer to the market to sales ratio method, which is based on three to five times the sales revenue. If you are in an asset intensive industry

　　3）或者是你的公司有亏损,那你可以参考市净率法,你公司的厂房啊、土地啊,包括溢价都可以算在内,你可以参考净资产的1.5倍

　　3) Or if your company is experiencing losses, you can refer to the price to book ratio method. Your company's factories, land, and premiums can all be included, and you can refer to 1.5 times the net assets

　　4）还有像这种大数据的估值法,主要是适合经营人群的这些企业,比方说像美业啊、健身房,那么你怎么算估值呢,你所有门店的会员数乘以它的平均客单,再乘以五,比方说你的门店有1万的会员,每个会员呢，能带来1万的客单,1×5年就是1万乘以,1万乘以就是它的估值,那么还有像社交媒体啊、内容平台，像抖音,包括一些电商公司、阿里呀、拼多多,这些呢，都可以用大数据法来估值。

　　4) There is also a big data valuation method like this one, which is mainly suitable for the business people. For example, Meiye and the gym, how do you calculate the valuation? The number of members in all your stores times its average customer list, and then times five. For example, your store has 10000 members, and each member can bring 10000 customer lists. 1 × 5 years is 10000 times, and 10000 times is its valuation. Then there are social media, content platforms, such as Tiktok, including some e-commerce companies, Ali, and Pinduoduoduo. All these can be valued using the big data method.

　　5）那有人问了,初创公司还没有业绩,你怎么办,那如果你是高科技的公司呢,你又有牛人的背景,那么5000万到一个亿的估值呢,你是可以考虑的,那如果你不是高科技的公司,那你可以考虑下一年利润的3~4倍,这些公式啊,足够你从天使轮到 B 轮的估值的谈判,

　　5) Someone asked, what should you do if a startup company hasn't achieved any results yet? If you are a high-tech company with a background in talent, you can consider a valuation of 50 million to 100 million yuan. If you are not a high-tech company, you can consider 3-4 times the next year's profit. These formulas are enough for you to negotiate valuation from angel to B-round,

　　第四点呢，就是关于员工激励,员工凭什么为公司拼命来干,所以很多人说股权激励,但是股权激励啊,千万不要一上来就给持股,实股是金手铐,不是发动机,所以这个四部火箭法层层递进,你可以参考,

　　The fourth point is about employee motivation. Why do employees work hard for the company? That's why many people talk about equity incentives. However, when it comes to equity incentives, don't immediately give shares. Real shares are the golden handcuffs, not the engine. Therefore, this four part rocket method progresses layer by layer. You can refer to it,

　　那第一级呢，就是业绩奖金,也就是对普通员工来说啊,现金激励他还是最直接的方式,

　　What about the first level, which is performance bonuses? For ordinary employees, cash incentives are still the most direct way,

　　第二级呢，就是超额利润分红,对骨干员工来说啊,超出业绩目标的部分,拿出一部分利润来给他们分,让他们有当老板的感觉,

　　The second level is excess profit dividends. For key employees, if they exceed their performance targets, they will receive a portion of their profits to give them a sense of being a boss,

　　第三级呢，就是虚拟股权或者是期权,对核心的高管,你可以授予他虚拟的股权,跟公司估值挂钩,在职期间呢，也可以持续的享受分红,还有增值,

　　The third level is virtual equity or options. For core executives, you can grant them virtual equity that is linked to the company's valuation. During their tenure, they can also continue to enjoy dividends and appreciation,

　　那第四级呢，就是限制性的股权,只给那些你认为能够陪公司走到最后的,不可替代的,准合伙人级别的人才,并且呢，必须附带有业绩,还有在职年薪的条件,

　　The fourth level, which is restricted equity, is only given to those who you believe can accompany the company to the end, irreplaceable, quasi partner level talents, and must be accompanied by performance and annual salary conditions,

　　那第五级呢,股东的薪酬,股东到底要不要拿钱,公私分明才能走得长远,股东呢，他既然如果在公司干活又投了钱,那这个钱怎么去算,我们认为呢，有两个原则,

　　What about the fifth level, shareholder compensation? Whether shareholders should take money or not, a clear distinction between public and private is necessary for long-term success. As for shareholders, if they work in the company and invest money, how should this money be calculated? We believe that there are two principles,

　　第一个呢，是身份分离的原则,作为员工,他干活呢，就应该领工资啊,按照市场价格来发,五险一金配齐,那如果他作为股东投钱就要等分红啊,所以工资是成本,分红是利润,绝对不能混为一谈,

　　The first principle is the separation of identities. As an employee, if he works, he should receive a salary based on market prices. If the five insurances and one fund are fully funded, he will have to wait for dividends if he invests as a shareholder. Therefore, salary is a cost and dividends are profits, which cannot be mixed up,

　　第二点呢，就是黄金分割的原则,公司有利润了,建议拿70%出来分给股东,大家，让大家都能看到钱,那30%呢,留作公司的发展基金,保证公司有持续扩张的弹药,那么最后一点啊，就是法律保障,就是要把所有的丑化都写到协议里面,在这个视频的最后啊,我们要划重点,所有口头的承诺,所有酒桌上的豪言壮语啊,在法律面前都是废话,你不想将来打官司扯皮,这几份文件啊,必须要在公司成立的第一天,白纸黑字的签好,锁进保险箱,

　　The second point is the principle of the golden ratio. When the company has profits, it is recommended to allocate 70% to shareholders so that everyone can see the money. The remaining 30% should be kept as the company's development fund to ensure that the company has the ammunition for continuous expansion. The last point is legal protection, which means that all negative connotations should be written into the agreement. At the end of this video, we need to highlight that all verbal promises and grandiose words at the dinner table are nonsense in front of the law. If you don't want to fight lawsuits in the future, these documents must be signed in black and white on the first day of the company's establishment, locked in a safe,

　　第一份呢,就是股东协议,股东协议它是你们合伙的总纲领,所有关于钱、权、人事儿这些约定啊,全部在里面,

　　The first one is the shareholder agreement, which is the general outline of your partnership. All the agreements regarding money, power, and personnel are included in it,

　　第二点呢，是关于公司章程,这个是公司的宪法,要把股东协议的核心条款,比方说像控制权啊、分红也写进去,才能在工商局去备案,具备最高的法律效力,第三点呢，就是一致行动协议,这是明确谁是带头大哥的核心的文件,

　　The second point is about the company's articles of association, which is the constitution of the company. The core clauses of the shareholder agreement, such as control rights and dividends, need to be included in order to be filed with the Industry and Commerce Bureau and have the highest legal effect. The third point is the concerted action agreement, which is the core document that clarifies who the leader is,

　　第四点呢，股权代持协议,如果你有代持的情况,必须签署,否则呢，后患无穷,

　　The fourth point is the equity proxy agreement. If you have a proxy situation, you must sign it. Otherwise, there will be endless troubles,

　　今天讲的这六条啊,全部是实战的干货,够你避开创业路上,95%以上股权的大坑,如果你还有什么问题呢,直接在评论区问我

　　The six points we talked about today are all practical knowledge that can help you avoid the pitfalls of over 95% equity in entrepreneurship. If you have any further questions, feel free to ask me in the comments section