这些年我们服务中小企业，见证过太多初期一拍即合、后来不欢而散的合伙事件。其中多数，都源于合伙人缺乏事先约定。由此导致后来事发时，初期信任消退，互相开始扯皮、争吵，甚至闹上法院。下面就来讲讲济南股权合伙时要约定的七件事。

Over the years, we have served small and medium-sized enterprises, and witnessed too many partnership events where we fell in love with each other at the initial stage and ended in discord later. Most of them are due to the lack of prior agreement by partners. As a result, when the incident happened later, the initial trust faded, and they began to wrangle, quarrel, and even go to court. Now let's talk about seven things to be agreed upon in Jinan Equity Partnership.

1.出资与股权比例

1. Contribution and equity ratio

出资与股权比例是合伙股东之间基本的约定，奠定了合伙人股东间初的权利分配。出资方面的约定通常包括出资金额、出资方式、出资期限等。出资方式不限于资金。

The proportion of capital contribution and equity is the basic agreement between the partners, which establishes the initial distribution of rights among the partners. The agreement on capital contribution usually includes the amount, method and duration of capital contribution. The way of contribution is not limited to capital.

根据出资，合伙人共同约定股权比例。股权比例不一定与出资金额呈正比，比如，相比全身心投入企业经营的合伙人，仅提供资源的合伙人获得股权需要付出更多溢价。

According to the capital contribution, the partners jointly agree on the equity ratio. The proportion of equity is not necessarily proportional to the amount of capital contribution. For example, compared with partners who devote themselves to business operation, partners who only provide resources need to pay more premiums to obtain equity.

2.锁定与成熟

2. Locking and Maturity

虽然股东身份较大程度绑定了合伙人利益，但仍难保证，合伙人将长期服务于公司发展。就现实来看，合伙人中途退出的情况屡见不鲜。因此，约定股权锁定或分期成熟机制很有必要。锁定期通常以固定的时间节点、或关键里程碑事件的达成来设定；成熟期的设定逻辑相似，但在时间节点的设定上更灵活多样。

Although the shareholder status has largely bound the interests of the partners, it is still difficult to ensure that the partners will serve the development of the company for a long time. In reality, it is not uncommon for partners to withdraw midway. Therefore, it is necessary to agree on the mechanism of equity locking or maturity by stages. The locking period is usually set by a fixed time node or the achievement of key milestones; The setting logic in the mature period is similar, but the setting of time nodes is more flexible and diverse.

3.动态调整

3. Dynamic adjustment

出资与股权比例、锁定与分期成熟机制的约定，很大程度基于合伙人初对企业发展方向的构想。但是，计划赶不上变化，尤其对于创业期的公司，随业务发展，商业模式、发展战略、合伙人分工等都可能发生重大调整。

The agreement of capital contribution and equity ratio, locking and stage maturity mechanism is largely based on the partners' initial vision of the development direction of the enterprise. However, the plan cannot keep up with the changes, especially for companies in the start-up period, with the business development, the business model, development strategy, division of labor of partners, etc. may be significantly adjusted.

此时如果仍然维持初的股权设定，企业成长必然会受到影响。为了降低这种风险，合伙人之间需要事先约定动态股权调整机制，即股权随公司发展、合伙人贡献动态调整的机制。

At this time, if the initial equity setting is still maintained, the growth of the enterprise will inevitably be affected. In order to reduce this risk, partners need to agree on a dynamic equity adjustment mechanism in advance, that is, a mechanism in which equity is dynamically adjusted with the development of the company and the contribution of partners.

4.退出与回购

4. Exit and repurchase

随着企业发展，合伙人成员通常会随之变化，期间，原来的合伙人通过各种方式退出公司。合伙人退出公司的方式主要有四种：一是上市后退出，二是并购退出，三是清算退出，四是除上述情况外的中途退出。

With the development of the enterprise, the members of the partners will usually change. During this period, the original partners withdraw from the company through various ways. There are four main ways for partners to exit the company: one is to exit after listing, the other is to exit through mergers and acquisitions, the third is to exit through liquidation, and the fourth is to exit halfway except for the above situations.

5.股权继承

5. Equity inheritance

在合伙实践中，合伙人需要通过合伙协议、公司章程限制股权继承。通常两种方式，一是自然人股东死亡后，其在公司的股权须由公司其他股东回购。二是法定继承人只继承财产权，但需把投票权委托给创始人或其他合伙人。

In partnership practice, partners need to restrict equity inheritance through partnership agreement and articles of association. Generally, there are two ways. First, after the death of a natural person shareholder, his or her equity in the company must be repurchased by other shareholders of the company. Second, the legal successor only inherits the property right, but needs to entrust the voting right to the founder or other partners.

各方一致同意：创业项目存续期间，如任一股东去世，则其继承人不能继承取得股东资格地位，仅继承股东财产权益；针对已成熟的股权遗产财产权益，交由公司指定的评估机构进行评估（评估费用由公司承担），其余全部或部分股东有权按评估价格回购，并按向该股东继承人支付的转让款金额比例取得相应比例的股权。

All parties agree that if any shareholder dies during the existence of the venture project, his successor can not inherit the shareholder status, but only inherit the property rights and interests of shareholders; As for the mature equity inheritance property rights and interests, they shall be submitted to the evaluation institution designated by the Company for evaluation (the evaluation cost shall be borne by the Company). All or some of the remaining shareholders have the right to repurchase at the evaluation price and obtain the corresponding proportion of equity according to the proportion of the transfer amount paid to the successor of the shareholder.

6.离婚分割

6. Divorce division

与股权继承同样的道理，若因合伙人离婚发生股权分割，而且合伙人伴侣对公司发展毫无助益，那么股权流出不利于公司后续发展。合伙人之间约定限制离婚分割因此显得很有必要。

In the same way as equity inheritance, if equity division occurs due to partner divorce, and partner partners are not conducive to the development of the company, then equity outflow is not conducive to the subsequent development of the company. Therefore, it is necessary to limit divorce division by agreement between partners.

创业项目存续期间，任一股东离婚，其已成熟的股权被认定为夫妻共同财产的，其配偶不能取得股东地位。已成熟的股权，交由公司指定的评估机构进行评估（评估费用由该股东承担），并由该股东对其配偶进行分配补偿，否则，其余全部或部分股东有权代为向其配偶进行补偿，并按补偿金额比例取得相应比例的股权。

During the existence of the venture project, if any shareholder divorces and his mature equity is recognized as the joint property of husband and wife, his or her spouse cannot obtain shareholder status. Mature equity shall be evaluated by the evaluation institution designated by the Company (the evaluation cost shall be borne by the shareholder), and the shareholder shall distribute compensation to his spouse. Otherwise, all or part of the remaining shareholders have the right to compensate his spouse on their behalf, and obtain the corresponding proportion of equity according to the proportion of compensation amount.

7.竞业禁止

7. Non competition

我们服务中小企业股权的实践中，时常会遇到这样的疑问，创始人很想吸引某个独自创业的成员入伙，但又担心该成员私自将企业的资源导入其他事情。为了规避这类风险，合伙人之间一定要事先约定竞业禁止。

In our practice of serving the equity of SMEs, we often encounter the question that the founder wants to attract a member who starts his own business, but is worried that the member will introduce the enterprise's resources into other things without permission. In order to avoid such risks, partners must agree on the prohibition of business strife in advance.

股东承诺，其在公司任职期间及自离职起18个月内，非经全部其他股东书面同意，不得到与公司有竞争关系的其他用人单位任职，或者自己参与、经营、投资与公司有竞争关系的企业。各方确认，上述竞业禁止义务须无条件遵守，公司无须向各方履行上述义务而支付任何经济补偿。

The shareholder promises that during his tenure in the company and within 18 months from his resignation, he will not be employed by any other employer that has a competitive relationship with the company, or participate in, operate or invest in any enterprise that has a competitive relationship with the company without the written consent of all other shareholders. Each party confirms that the above non competition obligations must be unconditionally complied with, and the company does not need to pay any economic compensation to each party for fulfilling the above obligations.

股权合伙是件非常慎重的事。分配股权之前，创始人一定要从企业长远利益出发设计股权，以实现吸引合伙人的同时，又留足股权调整空间、大程度降低风险。更多相关内容的了解就来我们这边http://www.guquanzhanlue.com进行咨询吧！

Equity partnership is a very prudent thing. Before equity allocation, the founders must design equity based on the long-term interests of the enterprise to attract partners while leaving enough room for equity adjustment and reducing risks to a large extent. For more information, please come here http://www.guquanzhanlue.com Consult!