不要学中国合伙人的股权设计,创业选合伙人呐,不少老板都想模仿中国合伙人的三兄弟平分股权,觉得都是好兄弟,不分你我才能成大事,但作为深耕股权设计10年的实战派,我必须提醒你,不要学中国合伙人的股权设计。

　　Don't learn the equity design of Chinese partners. When it comes to choosing partners for entrepreneurship, many bosses want to imitate the three brothers of Chinese partners who divide their equity equally, thinking that they are all good brothers and can only achieve great things without dividing you and me. However, as a practical practitioner who has been deeply involved in equity design for 10 years, I must remind you not to learn the equity design of Chinese partners.

　　现实当中，这套股权模式就是大坑,已经让无数的中小企业倒闭、股东反目,甚至闹上法庭,原因有三个,

　　In reality, this equity model is a big hole that has caused countless small and medium-sized enterprises to go bankrupt, shareholders to turn against each other, and even go to court for three reasons,

　　第一个，股权不能平分,中国合伙人里面,陈冬青、孟晓骏、王阳各占33.33%的股权,看似公平,实则是最危险的股权结构,因为没有绝对的控股股东,一旦遇到扩产、融资、放弃亏损业务等核心决策,三个人意见不合,谁都无法拍板,公司直接陷入内耗,陷入停滞。

　　The first issue is that equity cannot be divided equally. Among the Chinese partners, Chen Dongqing, Meng Xiaojun, and Wang Yang each hold 33.33% of the equity, which seems fair but is actually the most dangerous equity structure because there is no absolute controlling shareholder. Once there are core decisions such as expanding production, financing, or abandoning loss making businesses, and the three of them disagree, no one can make a decision, and the company will directly fall into internal friction and stagnation.

　　第二个，没有退出机制,电影里孟晓俊和陈冬青爆发矛盾之后,没有任何的退出规则可以遵循,而现实当中，很多模仿这种模式的公司,也没有提前约定股东退出怎么处理,有人中途离职想套现,狮子大开口要高价,有人拿着股份不干活,还照样分红,让干活的股东心寒。

　　The second one is that there is no exit mechanism. After the conflict between Meng Xiaojun and Chen Dongqing in the movie, there are no exit rules to follow. In reality, many companies that imitate this model do not agree in advance on how to deal with shareholder exit. Some people resign midway to cash out, and the lion demands a high price. Some people hold their shares and do not work, but still distribute dividends, which makes the working shareholders feel cold.

　　我有个客户啊,三兄弟合伙开工厂,各占1/3的股权,后来有一个人想转行,要求按公司估值50%进行回购,否则不配合决策,另外两个人花了两倍的价钱才请走他,公司的现金流断了半年。

　　I have a client. Three brothers are partnering to open a factory, each holding one-third of the equity. Later, one of them wanted to switch careers and requested a 50% buyback based on the company's valuation, otherwise they would not cooperate with the decision. The other two spent twice the price to hire him, and the company's cash flow was cut off for six months.

　　第三个原因,分钱全部按照股份比例来分,中国合伙人里面利润是基于兄弟情分配,而非贡献的大小,但创业靠感情走不远了,有人拉客户,有人搞技术,有人搞运营,贡献天差地别,那如果股权一开始定死,不随着贡献调整,慢慢就会干得多、拿得少、干的少、分的多,核心骨干觉得不公平,要么躺平，要么跳槽,混日子的股东坐享其成,最后拖垮公司,所以不要学中国合伙人的股权设计,真正靠谱的股权设计啊,要做到三个点。

　　The third reason is that all the money is divided according to the proportion of shares. In Chinese partners, profits are distributed based on brotherhood, not the size of contributions. However, entrepreneurship cannot go far by emotions. Some people attract customers, some engage in technology, and some engage in operations, with vastly different contributions. If the stock rights are fixed at the beginning and not adjusted with contributions, they will gradually do more, take less, do less, and distribute more. The core backbone will feel unfair and either lie flat or switch jobs. The shareholders who are slacking off will enjoy the benefits and eventually bring down the company. Therefore, do not learn from the stock rights design of Chinese partners. A truly reliable stock rights design should achieve three points.

　　第一，大股东要有控制权,创始人至少占股51%以上,或通过同股不同权,确保关键时刻能够拍板。

　　Firstly, the major shareholder should have control, with the founder holding at least 51% of the shares, or through the same share but different rights, to ensure that decisions can be made at critical moments.

　　第二，提前约定退出机制,明确股东的离职、跳槽、犯错误时,股权回购价格和方式,避免股东扯皮。

　　Secondly, a pre agreed exit mechanism should be established to clarify the price and method of equity repurchase when shareholders resign, switch jobs, or make mistakes, in order to avoid shareholder disputes.

　　第三，股权绑定贡献设定动态股权,按业绩、按投入资源定期调整比例,多劳多得。

　　Thirdly, the equity binding contribution is set with dynamic equity, and the proportion is adjusted regularly according to performance and invested resources, with more work, more pay.

　　那如果股权设计错了,再铁的兄弟也会反目,再好的项目也会黄掉,在合伙之前一定要系统学习股权,我们在线下有系统的股权设计课程,欢迎过来学习

　　If the equity design is wrong, even the strongest brothers will turn against each other, and even the best projects will fail. Before partnering, it is necessary to systematically learn equity. We have a systematic equity design course offline, and welcome to come and learn