合伙创业的本质是什么,本质上它是合伙人之间,能力与资源的动态交换,以及价值的共创,简单来说就是张三出钱,李四出技术,王五出资源,大家把手里的牌凑在一起,拼搏出一个比单打独斗更大的未来,手里的牌齐了,那大家的付出与努力同样至关重要,一旦有人不付出或努力不够,就很伤士气,可最麻烦的还不是能力或资源跟不上,而是合伙人的背叛,也就是俗话说的吃里扒外,这就好比几个兄弟在一艘船上拼命划桨,结果发现其中有一个人不仅不划桨,还在船底偷偷凿洞,把所有人都给坑惨了,那么今天这条视频,我们就给大家总结一下,合伙人吃里扒外的几种表现,以下的行为哪怕只有一点点端倪,或者说还没有动摇到公司的根本,也需要警惕,否则再厉害的公司的坍塌,也只是一个时间的问题,因为我有大量的创业者客户,也处理过大量的股权,合伙相关的案子,那么基于我的经验来看,无论你是否在创业,还是打算与人合伙创业,都有必要充分重视这一点：

　　What is the essence of entrepreneurship in partnership? Essentially, it is the dynamic exchange of abilities and resources among partners, as well as the co creation of value. Simply put, it is Zhang San contributing money, Li Si contributing technology, and Wang Wu contributing resources. Everyone gathers their cards together and strives for a greater future than solo combat. When all the cards are in hand, everyone's efforts and dedication are equally crucial. Once someone does not contribute or does not put in enough effort, it is very damaging to morale. However, the most troublesome thing is not the inability to keep up with their abilities or resources, but the betrayal of the partners, which is like the saying goes, 'eating inside and pulling out the outside'. It is like several brothers rowing desperately on a boat, only to find that one of them not only does not paddle, but also is at the bottom of the boat. Secretly digging holes and causing everyone to suffer, so in today's video, we will summarize several behaviors of partners who cheat on others, Even if the following behaviors have only a slight hint or have not yet shaken the foundation of the company, we need to be vigilant. Otherwise, the collapse of even the most powerful company is only a matter of time, because I have a large number of entrepreneurial clients and have handled a large number of equity and partnership related cases. Based on my experience, whether you are starting a business or planning to start a partnership with someone, it is necessary to pay full attention to this point:

　　那么第一种表现呢，叫业务节流,也就是合伙人表面上在公司任职,但实际上也偷偷搞了自己的体外公司,比方说合伙人负责对外销售,但公司接不到的好单子,或者他以公司产能不足,资质不够为借口推掉的单子,转手就介绍给了所谓的友商,而这个友商往往是他的亲戚控股,甚至就是他自己在外面偷偷注册的公司,结果就是公司的成本由大家分摊,但利润却被他一个人装进了口袋,这种情况呢,常出现在拥有行业资源与积累的合伙人身上,一方面，我们需要他的行业积累,成为公司发展的巨大助力,另一方面，这种问题也确实是比较容易出现,当然，不是说所有的这种情况都会暴露问题,但是有的时候人性确实很难测。

　　So the first manifestation is called business throttling, which means that the partner appears to be working in the company, but in fact secretly sets up their own external company. For example, the partner is responsible for external sales, but the company cannot receive good orders, or he uses the excuse of insufficient production capacity and qualifications to reject orders, and then introduces them to so-called friends. These friends are often controlled by their relatives, or even the company they secretly registered outside. As a result, the company's costs are shared by everyone, but the profits are pocketed by them alone. This situation often occurs with partners who have industry resources and accumulation. On the one hand, we need their industry accumulation to become a huge help for the company's development. On the other hand, On the one hand, this kind of problem is indeed relatively easy to occur, of course, Not all such situations will expose problems, but sometimes human nature is indeed unpredictable.

　　第二种表现是采购腐败,比方说，负责供应链或采购的合伙人,死活不愿意引入比价机制,长期指定某一家供应商,或者明明可以以更低的价格签下采购合同,却非要给供应商更好的价格,问他原因就是这家服务好,这家能给账期,可真到市场上询价,却发现这家的价格比市场价高出了20%,质量还挺一般,实质上啊,多出来的20%,很可能是通过回购的形式,到了他个人的账上。

　　The second manifestation is procurement corruption. For example, the partners responsible for the supply chain or procurement are unwilling to introduce a price comparison mechanism. They designate a supplier for a long time, or they insist on giving the supplier a better price even though they can sign a purchase contract at a lower price. When asked why this supplier provides good service and offers payment terms, they actually inquire in the market and find that their price is 20% higher than the market price. The quality is quite average. In essence, the extra 20% is likely to be transferred to their personal account through repurchase.

　　那么第三种表现呢，是任人唯亲,合伙人负责招聘,结果招来的全是不符合公司用人标准,但对他个人绝对忠心的小兄弟,一门心思在公司搞山头主义,搞独立王国,这个实际上是合伙人在用公司的钱,培养对他个人的忠诚,最终带来的结果是公司管理越来越费劲,组织架构和规章制度形同虚设。

　　So the third manifestation is nepotism, where partners are responsible for recruitment, resulting in the recruitment of only small brothers who do not meet the company's employment standards but are absolutely loyal to them personally. They are all focused on promoting factionalism and establishing an independent kingdom in the company, which is actually the partners using the company's money to cultivate their personal loyalty. The ultimate result is that the company's management becomes increasingly difficult, and the organizational structure and rules and regulations are virtually non-existent.

　　第四种表现呢，叫资产转移,这是最致命的,因为此时合伙人图的不是小钱,而是公司的核心资源,比方说将核心客户的资料备份在自己手里,私下建立联络以方便挖墙角,或者把公司的核心代码设计图纸,备份到个人硬盘,作为自己另立山头的筹码,看到这里，很多人可能会想,那遇到这种情况,我们直接开除不就行了吗,或者把他踢出公司,这还有什么好说的呢,很遗憾，在问题爆发的时候,95%的公司都是无能为力的,你还真没办法就这么把它开掉,因为这就是公司法里一个非常核心的逻辑,股东资格和员工身份是分离的,作为员工,你可以依照公司规章制度开除他,只要公司规章有明文规定开除他,不用付出任何的代价,但作为公司股东,他的股权是他的私有财产,只要他没有违反出资义务,你很难直接剥夺掉他的股东资格,这就造成了一个极度尴尬而且恶心的局面,你把他开除了,但公司年底分红了,他一分钱没少拿,公司融资了,他享受着估值增长带来的股权收益,即使公司未来上市了,他依然是股东,享受着其他人拼命干出来的成果,这不仅不公平,更会直接导致其他合伙人心理失衡,最终导致团队解散,要想解决这个问题,靠道德约束是没有用的,就算报警,现实情况是,警方也很难认定合伙人的行为涉嫌犯罪,如果借助专业律师的协助,提前搜集证据,有可能是可行的,但如果你没有提前筹备,先撕破了脸,再想认定其他人犯罪,那就很难,所以说,性价比最高的解决方案,就是前置的股东合伙规则设计,这种事情确实是未雨绸缪的,很多人都有巨大的心理侥幸,因为没有真的遇到问题,大家很难引起重视。

　　The fourth manifestation is called asset transfer, which is the most fatal, because at this time, the partner's goal is not small money, but the core resources of the company. For example, backing up the information of core customers in their own hands, establishing private contacts to facilitate digging corners, or backing up the company's core code design drawings to personal hard drives as a bargaining chip to establish a new foothold. Seeing this, many people may think that in this situation, we can just dismiss them directly or kick them out of the company. What else is there to say? Unfortunately, when problems break out, 95% of companies are powerless. You really can't just shut it down like this, because this is a very core issue in the Company Law. The logic is that shareholder qualification and employee status are separated. As an employee, you can dismiss him according to the company's rules and regulations, As long as the company's rules and regulations explicitly stipulate the dismissal of him, there is no need to pay any price. However, as a shareholder of the company, his equity is his private property. As long as he does not violate his capital contribution obligations, it is difficult to directly deprive him of his shareholder qualification, which creates an extremely awkward and disgusting situation. You dismiss him, but the company distributes dividends at the end of the year, and he takes a penny. The company has raised funds, and he enjoys the equity income brought by valuation growth. Even if the company goes public in the future, he is still a shareholder and enjoys the results of others' hard work. This is not only unfair, but also directly leads to psychological imbalance among other partners, ultimately leading to the dissolution of the team. To solve this problem, relying on moral constraints is useless. Even if the police are called, the reality is that he is still a shareholder. Yes, it is also difficult for the police to determine whether the behavior of the partner is suspected of a crime. With the assistance of professional lawyers, Collecting evidence in advance may be feasible, but if you don't prepare in advance, tear your face first, and then accuse others of committing a crime, it will be difficult. Therefore, the most cost-effective solution is to design shareholder partnership rules in advance. This kind of thing is indeed a precautionary measure, and many people have huge psychological luck because it is difficult for everyone to take it seriously without really encountering problems.

　　那这里呢，我说两句题外话,我发这个视频呢,一方面是想获得一些业务合作,另一方面也确实为了给大家一个警醒,无论各位是不是找我合作都没问题,但我呢，是真心建议大家,要找到专业的人士寻求帮助,毕竟作为专业导师啊,我天天处理这些事情,这真的不少见,所以大家必须在合伙协议或股东协议中,约定明确的股东退出机制,约定清楚,这件事情比较复杂,这里呢，我简单说几个核心要点：

　　Well, here, let me say a few digressions. I am posting this video not only to obtain some business cooperation, but also to serve as a warning to everyone. Whether you are looking for me to cooperate or not, there is no problem. However, I sincerely suggest that you seek help from professionals. After all, as a professional mentor, I handle these matters every day, which is not uncommon. Therefore, everyone must agree on a clear shareholder exit mechanism in the partnership agreement or shareholder agreement. This matter is quite complex. Here, I will briefly talk about a few core points:

　　第一，明确定义过错行为,首先，我们要明确出来什么叫做吃里扒外,这里不能用模糊的形容词,必须用明确的法律语言界定清晰,比方说，在协议中,我们可以列出以下的处罚条款,第一，违反竞业禁止义务,

　　Firstly, we need to clearly define wrongful behavior. Firstly, we need to clarify what it means to engage in unethical behavior. We cannot use vague adjectives here, but must use clear legal language to define it clearly. For example, in an agreement, we can list the following penalty clauses: firstly, violating non compete obligations,

　　第二，侵占公司资产,收受商业贿赂,

　　Secondly, embezzling company assets and accepting commercial bribes,

　　第三，故意泄露公司商业秘密,

　　Thirdly, intentionally leaking company trade secrets,

　　第四，因故意犯罪被追究刑事责任等等,这里要结合各自公司业务类型以及行业特点,甚至对应合伙人的情况以及资源,来设计针对性的协议条款,先小人后君子,那么合伙人只要触发了上述的任何一条,就是触犯了过错行为,没有任何争议,也没有任何模糊的空间,第二，约定惩罚性的回购价格,一旦触发了上述行为,合伙人无条件将股权以平价交易,公司回购或者转让给其他股东,那么如果涉及到补缴税款,也要由该合伙人负责补助,此外，如果合伙人给公司造成了经济损失,公司有权额外要求合伙人支付赔偿金,第三，完善强制执行程序,为了防止对方耍赖、不配合工商变更签字,我们还需要在协议中加入授权机制,也就是全体合伙人需要预先签署承诺函,一旦触发回购条款,守约方有权代表违约方,签署相关的工商变更文件,确保股权转让在执行过程中不会存在障碍,那么站在合伙创业的角度,从一开始就设置好相应的退出机制是最好的选择,但是如果之前没有考虑到这一点,当下的补救也非常关键,等到矛盾公开了,我们还期待合伙人配合签协一直不现实了,这个时候就要考虑到法院诉讼,刑事控告等其他方案,但这些方案实施起来很麻烦,实际上每个公司的情况都是不同的,合伙协议呢，侧重点也会有所不同,需要具体问题具体分析,所以这项业务我们是以合伙协议,专项定制服务的形式来交付的。

　　Fourthly, if a partner is held criminally responsible for intentional crimes, etc., targeted agreement terms should be designed based on the business type and industry characteristics of each company, as well as the situation and resources of the corresponding partners. If a partner triggers any of the above terms, they will be deemed to have committed a wrongful act without any dispute or ambiguity. Secondly, a punitive repurchase price should be agreed upon. Once the above behavior is triggered, the partner will unconditionally trade the equity at a fair price, and the company will repurchase or transfer it to other shareholders. If it involves paying taxes, the partner will also be responsible for providing subsidies. In addition, if the partner causes economic losses to the company, the company has the right to require the partner to pay additional compensation. Thirdly, improve the compulsory enforcement procedures. In order to prevent the other party from playing tricks and not cooperating with the business registration to change the signature, We also need to add an authorization mechanism in the agreement, which means that all partners need to sign a commitment letter in advance. Once the repurchase clause is triggered, the compliant party has the right to represent the defaulting party and sign relevant industrial and commercial change documents to ensure that there will be no obstacles in the execution of the equity transfer. From the perspective of partnership entrepreneurship, setting up a corresponding exit mechanism from the beginning is the best choice. However, if this has not been considered before, the current remedy is also crucial. When the conflict is exposed, it is not realistic to expect partners to cooperate and sign the agreement. At this time, we need to consider other options such as court litigation and criminal charges. However, these options are very difficult to implement. In fact, the situation of each company is different, and the focus of the partnership agreement will also be different. Different, specific issues need to be analyzed on a case by case basis, So we deliver this business in the form of a partnership agreement and specialized customized services.

　　合伙协议不只涉及到法律的专业知识,税务知识也是至关重要的,这就是我们组成资深股权律师和股权税务师,双核专家团队的原因,为什么写协议需要税务师参与,因为合伙协议里不仅涉及法律事项,还涉及未来分钱时的个税怎么交,转让股权时也没有税务雷区,所以税务师的加入非常必要,我们会综合您的行业属性、合伙人的性格画像,站在控制权、税务、资金安全、争议解决等多个维度进行交付,那我们的合伙协议专项定制服务是这样进行的,首先，我们会和你进行一次初步的沟通,详细了解你的公司类型、合伙人的情况,包括你和其他合伙人的核心诉求,还有目前可能面临的潜在障碍,把基础情况摸透,然后呢,我们会根据沟通结果,结合您所处的行业进行专项的调研和推演,这也是很多非专业机构忽略的一点。

　　The partnership agreement not only involves legal expertise, but also tax knowledge is crucial. This is why we have formed a team of senior equity lawyers and equity tax consultants, with a dual core expert team. The reason why writing the agreement requires the participation of a tax consultant is that the partnership agreement not only involves legal matters, but also how to pay personal income tax when dividing money in the future. There is no tax minefield when transferring equity, so the addition of a tax consultant is very necessary. We will integrate your industry attributes, partner personality profile, and deliver from multiple dimensions such as control, taxation, fund security, and dispute resolution. Our customized partnership agreement service is conducted in this way. Firstly, we will have a preliminary communication with you to understand your company type and partner situation in detail, including Your and other partners' core demands, There are also potential obstacles that may be faced at present. After understanding the basic situation, we will conduct special research and deduction based on the communication results and your industry, which is also a point that many non professional institutions overlook.

　　如果您是跨境电商,我们会重点在协议中设计,关于供应链、回扣、店铺资产归属的反舞弊条款,如果您是技术驱动型的 AI 公司,我们会重点设计 IP ,知识产权归属和技术合伙人,竞业限制的相关条款,最后，我们会向您出具正式的合伙协议,并提供全程的咨询,我们会根据您的反馈进行精细化的调整,直到您完全满意,当然了,交付不代表服务的结束,我们也会提供为期六个月的跟踪回访服务,如果在后续实际签署过程中,其他合伙人对条款有异议,我们也会协助您提供解释口径,甚至必要时提供谈判的支持,确保协议平稳落地，不留后患,作为一名贯穿法律、商业、财税的专业股权律师,我陪伴了多家创业公司发展壮大,也帮助过两家企业上市成功,如果你有股权设计方面的问题,欢迎来找我聊一聊,我们来综合找到一条更适合你的企业发展的道路,这也是我们专业股权规划的价值

　　If you are a cross-border e-commerce company, we will focus on designing anti fraud clauses in the agreement regarding supply chain, kickbacks, and store asset ownership. If you are a technology driven AI company, we will focus on designing IP addresses, We will provide you with a formal partnership agreement regarding intellectual property ownership, technology partners, and non compete clauses. Finally, we will provide you with full consultation throughout the process. We will make detailed adjustments based on your feedback until you are completely satisfied. Of course, delivery does not mean the end of the service. We will also provide a six-month follow-up service. If other partners have objections to the terms during the actual signing process, we will assist you in providing explanations and even provide negotiation support if necessary to ensure the smooth implementation of the agreement and avoid any future problems. As a professional equity lawyer who covers law, business, finance and taxation, I have accompanied multiple start-up companies to develop and grow, and have also helped two companies successfully go public. If you have Welcome to talk to me about equity design issues, We will comprehensively find a more suitable path for the development of your enterprise, which is also the value of our professional equity planning

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