山东股权合伙设计公司提醒您，一般情况下，有限责任公司及其他股东不能强行要求离职的股东退股，除非股东因违反《公司法》被除名以及因其他事项导致股权被强制执行，股东应否持股跟是否在职没有必然的关联。不过，考虑到创业公司有自己的特殊性，从公司离职后的股东继续持股可能会造成一些其他问题，对公司不利，因而一般会由各方自主约定退股的有关事项。

Shandong Equity Partnership Design Company reminds you that in general, limited liability companies and other shareholders cannot forcibly demand shareholders who resign to withdraw their shares, unless shareholders are expelled due to violation of the Company Law or their equity is forcibly enforced due to other matters. Whether shareholders should hold shares or not is not necessarily related to whether they are in office. However, considering the unique characteristics of startup companies, continuing to hold shares by shareholders after leaving the company may cause other problems that are detrimental to the company. Therefore, it is generally up to all parties to independently agree on matters related to stock withdrawal.

(1)需要退出的股权一般与人力资本出资有关人力资本出资后形成的股权，往往都带有特殊的人身依附性，股权的价值很大程度上取决于人力的贡献。

(1) The equity that needs to be withdrawn is generally related to human capital investment. The equity formed after human capital investment often has a special personal attachment, and the value of equity largely depends on the contribution of human resources.

晚清时期曾经很红的山西票号，其股份制度中的“顶身股”即承认人力股的存在，人在股在，离开后即应退还。这种理念现在依然适用，主要原因就是考虑到这种非货币及实物形式的财产，只有人员在岗期间才能起到价值贡献的作用，如果离开公司，岗位更换为其他人，可能情况就会完全不同。

During the late Qing Dynasty, the Shanxi ticketing company, which was once very popular, recognized the existence of human capital stocks in its stock system as the "top stock", and the stock should be returned upon departure. This concept still applies today, mainly because considering this non monetary and physical form of property, only personnel can contribute value during their tenure. If they leave the company and change their position to someone else, the situation may be completely different.

(2)创业公司的弹药是有限的

(2) Startup companies have limited ammunition

初期的创业公司，因为兑现不了太丰厚的货币报酬，股权就是招揽人才的硬通货。但股权数量是有限的，离职人员的股权若不退还，股权总池子就会减少，将来可用于员工激励的股权就会减少，不利于人才的聚集。同时，由于股权仍然归属离职人员名下，感觉上好像其他在职的股东仍在为他打工，对于创始人而言可能会有-种难以解开的情结。

In the early stage of start-up companies, equity is a hard currency to attract talents because they cannot cash in too rich monetary rewards. But the number of equity is limited. If the equity of resigned employees is not returned, the total pool of equity will decrease, and the amount of equity available for employee incentives in the future will decrease, which is not conducive to talent aggregation. At the same time, as the equity still belongs to the departing employee, it feels like other shareholders are still working for him, which may create a difficult complex for the founder to unravel.

(3)退出时应保证公平合理

(3) Ensure fairness and reasonableness when exiting

无论在感觉上怎么认为，离职人员持有的股权都是自己价值贡献的对价，是对曾经付出劳动的认可。如果各方商定同意退出股权，则应当要保证这些股权至少能够按照退出时点的公允价值予以兑现。

No matter how one feels about it, the equity held by the departing employee is the consideration for their own value contribution and recognition of their past labor. If all parties agree to withdraw their equity, they should ensure that these equity can be redeemed at least at the fair value at the time of withdrawal.

公允价值可以参照公司近一次的对外融资价格，或者参照公司近一期经审计的每股净资产价格确定。当然，也可以根据实际情况由各方协商在公允价值的基础上，以一定的溢价或者折价退出，具体价格主要取决于离职人员的历史贡献以及公司的支付能力和支付意愿等多种因素。

The fair value can be determined by referring to the company's recent external financing price, or by referring to the company's audited net asset price per share in the latest period. Of course, the parties can also negotiate to exit at a certain premium or discount based on the fair value according to the actual situation. The specific price depends on the historical contribution of the resigned personnel, the company's ability to pay, Willingness to pay and other factors.

从公平角度，离职人员虽然不能享有离职之后的股权增值成果，但至少也要保证离职之前的贡献能够得到肯定。当然，可能会有人有疑问，是否通过货币方式投资获取的股权就可以一直持有?

From a fair perspective, although departing employees may not enjoy the benefits of equity appreciation after leaving, at least their contributions before leaving must be recognized. Of course, some people may have questions about whether equity obtained through monetary investment can be held for a long time?

其实，这与付出何种资本换取股权没有很直接的关系，更多考虑是离职人员持有的股权是一种附条件的股权，这个条件就是在公司工作，如果离开公司，这个条件就消灭了，就不可以继续持股，完全是双方约定的结果。

In fact, this is not directly related to the amount of capital invested in exchange for equity. More importantly, it is considered that the equity held by the departing personnel is a conditional equity, which means working in the company. If they leave the company, this condition will be eliminated and they cannot continue to hold shares. It is entirely the result of mutual agreement.

只不过，离职人员通过人力资本方式换取的股权，可以更容易理解这种条件的连贯性，如果他以货币或法律认可的其他方式出资，同样也可以约定离职后不再持股，道理是一样的。

However, the continuity of this condition can be more easily understood by the equity exchanged by departing employees through human capital. If they contribute in currency or other legally recognized ways, they can also agree to no longer hold shares after resignation, and the principle is the same.

离职人员的股权退出不是一个简单的商业行为，不仅仅关系到双方的经济利益，也会对在职的其他股东起到示范作用。说严重点，对公司的契约精神和企业文化也会有潜移默化的影响。所以，妥善处理离职人员的股权退出是非常重要的。更多相关股权设计的事项就来我们网站http://www.guquanzhanlue.com咨询吧！

The equity withdrawal of resigned personnel is not a simple business behavior, it not only relates to the economic interests of both parties, but also serves as a demonstration for other shareholders in office. Strictly speaking, it will also have a subtle impact on the company's contractual spirit and corporate culture. Therefore, it is very important to properly handle the equity exit of resigned personnel. For more related equity design matters, come to our website http://www.guquanzhanlue.com Consult!