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。济南股权合伙，一定要约定的七件事！

Equity partnerships are a very cautious matter. Before distributing equity, the founder must design equity based on the long-term interests of the enterprise, in order to attract partners while leaving ample room for equity adjustment and greatly reducing risks. There are seven things that must be agreed upon in Jinan Equity Partnership!

01｜出资与股权比例

01 | Contribution to equity ratio

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。具体设定股权比例时，要遵循两个原则。一是保障创始人的控制权。二是预留股权池。

According to the capital contribution, the partners jointly agree on the equity ratio. The equity ratio may not necessarily be proportional to the amount of investment, for example, compared to partners who are fully invested in the business operation, partners who only provide resources need to pay a higher premium to obtain equity. When setting the specific equity ratio, two principles should be followed. One is to ensure the founder's control. The second is to reserve an equity pool.

02｜锁定与成熟

02 | Locking and Maturity

约定股权锁定或分期成熟机制很有必要。两种机制都是对合伙人获取股东权利的时间做出的限制性约定。股权锁定约定锁定期，锁定期内外，合伙人享有不同的股东权利。分期成熟约定成熟阶段，每个阶段，合伙人兑现相应股权，并享有不同程度的股东权利。

It is necessary to establish a mechanism for equity lock-in or phased maturity. Both mechanisms are restrictive agreements on the timing of partners' acquisition of shareholder rights. The equity lock in agreement stipulates a lock in period, during which partners have different shareholder rights. The maturity stage is agreed upon by stages, and at each stage, partners redeem corresponding equity and enjoy varying degrees of shareholder rights.

03｜动态调整

03 | Dynamic adjustment

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。一个完整的动态股权调整机制，至少包括三方面内容。

Partners need to agree on a dynamic equity adjustment mechanism in advance, that is, a mechanism for dynamically adjusting equity as the company develops and partners contribute. A complete dynamic equity adjustment mechanism should include at least three aspects.

一是合伙人的关键业绩目标。

One is the key performance goals of partners.

二是基于目标达成的贡献积分计量。

The second is the measurement of contribution points based on goal achievement.

三是股权二次分配的方式。

The third is the method of secondary distribution of equity.

04｜退出与回购

04 | Exit and repurchase

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。对于第四种情况，为保证企业股权分配给长期服务企业的合伙人，有必要事先约定合伙人离开时的回购机制。

There are four main ways for partners to exit the company: one is to exit after going public, two is to exit through mergers and acquisitions, three is to exit through liquidation, and four is to exit midway except for the above situations. For the fourth scenario, in order to ensure that the equity of the enterprise is allocated to partners of long-term service enterprises, it is necessary to agree in advance on the repurchase mechanism when the partners leave.

05｜股权继承

05 | Equity Inheritance

若是合伙人去世，合法继承人继承股权，可能对公司的人合性带来风险。尤其对于发展初期、以人力资本为主的公司。比如，合伙人原本以技术入股，持股的合理性在于他能通过技术为公司创造价值。但若合伙人去世，他的合法继承者又完全不懂技术、甚至理念与核心团队不一致。这样的角色成为股东，将不利于企业的长期发展。

If a partner dies and the legal heir inherits the equity, it may pose a risk to the company's legal integrity. Especially for companies that focus on human capital in the early stages of development. For example, a partner originally invested in the company through technology, and the rationality of their shareholding lies in their ability to create value for the company through technology. But if a partner dies, his legitimate successor has no understanding of technology, and even his philosophy is inconsistent with the core team. Becoming a shareholder in this role will be detrimental to the long-term development of the enterprise.

06｜离婚分割

06 | 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 a equity split occurs due to a partner's divorce, and the partner's partner is not beneficial to the company's development, then equity outflow is not conducive to the company's subsequent development. It is necessary to agree between partners to limit the division of divorce.

对于有限责任公司，股东转让股权时，其他股东有拥优先购买权，这在一定程度上制约了合伙人伴侣对股权的受让。

For limited liability companies, when shareholders transfer equity, other shareholders have the right of first refusal, which to some extent restricts the partner's transfer of equity.

为把风险降到低，建议在合伙协议、公司章程中进一步约定。比如，股东离婚时，配偶不能受让股权，应得权益由股东对配偶进行补偿。

To minimize the risk, it is recommended to further stipulate in the partnership agreement and company articles of association. For example, when a shareholder divorces, the spouse cannot receive the equity, and the rights and interests should be compensated by the shareholder to the spouse.

07｜竞业禁止

07 | Non compete

所谓竞业禁止，是一定时期内，禁止合伙人从事其他与企业产生竞争的业务。该约定通常包括限制的业务范围、限制方式、限制期限、违约责任等。

The so-called non competition refers to the prohibition of partners from engaging in other businesses that compete with the enterprise for a certain period of time. This agreement usually includes the restricted business scope, restriction method, restriction period, breach of contract liability, etc.

考虑到某些股东通过近亲或关联公司实施同业竞争，竞业禁止约定中可以将限制竞争主体扩大到股东的近亲和关联公司。

Considering that some shareholders engage in horizontal competition through close relatives or affiliated companies, the non compete agreement can extend the restriction on the subject of competition to the shareholders' close relatives and affiliated companies.

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