股权分配有几大基本原则：

There are several basic principles for equity distribution:

1.大股原则：创始人作为实际控制人必须持大股，以确保公司治理的稳定性；

1. Principle of large shares: The founder, as the actual controller, must hold large shares to ensure the stability of corporate governance;

2.简洁原则：公司股权结构要科学合理、角色清晰、结构简洁；

2. Simplicity principle: The company's equity structure should be scientific and reasonable, with clear roles and a concise structure;

3.梯度原则：合伙人之间股权要保持梯度差距；

3. Gradient principle: The equity of partners should maintain a gradient gap;

4.期权原则：要在适当的时候设置期权制度，吸引和保留优秀人才；

4. Option principle: An option system should be established at an appropriate time to attract and retain outstanding talents;

5.退出原则：合伙人离开公司，股权必须收回；

5. Exit principle: When a partner leaves the company, their equity must be reclaimed;

6.动态原则：公司股权要随团队成员变化和融资轮次做动态调整。

6. Dynamic principle: The company's equity should be dynamically adjusted according to changes in team members and financing rounds.

从原则上讲，创始人或者能紧密联系到一起的其他合伙人，所占股份要保持在67%以上，才能保证创始团队对公司起到绝对的控制作用。

In principle, the founder or other closely connected partners must maintain a shareholding of over 67% to ensure that the founding team has absolute control over the company.

另外，《公司法》规定：持有33.3%以上股权比例的股东是有否决权的。

In addition, the Company Law stipulates that shareholders holding 33.3% or more equity have the right to veto.

比较常见的情况是：合伙人平均分配股权，比如50%对50%，或者33%、33%、34%这样的比例。但这样分股的弊端比较明显，如西少爷、真功夫等案例。

A common situation is that partners distribute equity equally, such as 50% to 50%, or in proportions of 33%, 33%, and 34%. But the drawbacks of such a split are quite obvious, such as in cases such as Master Xi and True Kung Fu.

另外，通过股权分配要帮助公司获得更多的资源，其一是为了吸引人才，其二是为了吸引投资。所以对投资人需要预留出一定的股份。

In addition, equity distribution should help the company obtain more resources, firstly to attract talent, and secondly to attract investment. So investors need to reserve a certain amount of shares.

建议股权分配的比例：

Suggested equity distribution ratio:

创始人60-70%，联合创始人20-30%，未来员工10-20%。

Founders 60-70%, co founders 20-30%, and future employees 10-20%.

01

01

合伙中要注意的问题

Issues to Pay Attention to in Partnership

合伙就是合作人品。因为创业过程中我们会遇到很多的困难，常说的创业就像取经，真的是关关难过关关过，如果大家合不来，不能相互取暖，真的很难长期在一起。如果相互之间价值观不太一致的，尽量不要合伙。

Partnership is the character of a partner. Because in the process of starting a business, we will encounter many difficulties. As we often say, starting a business is like learning from experience. It is really difficult to get along well. If we cannot get along well and cannot keep warm with each other, it is really difficult to stay together for a long time. If there is not much consistency in values between each other, try not to collaborate.

02

02

设计好退出机制

Design a good exit mechanism

天下没有不散的宴席，当大家能够资源互补实现1+1>2的时候，那么合作是可以的。但当随着内外部环境的变化，大家不能很好合作了，那么良好的退出机制就起到作用了。因为当合伙之初，创业者对于未来都有美好的期望，这时候商量退出是最佳的时候。

There is no banquet that never ends in the world. When everyone can complement their resources and achieve 1+1>2, then cooperation is possible. But when the internal and external environment changes and everyone cannot cooperate well, then a good exit mechanism comes into play. Because at the beginning of the partnership, entrepreneurs have good expectations for the future, and it is the best time to discuss exiting.

多年前听了一个故事，当时两个合伙人创业，一个人做董事长负责内务，一个人做总经理联系业务，由于市场很好，两三年就做得很大。本来之前相互间合作很好，但随着业务的扩大和经验的积累。董事长感觉自己也可以拉来业务了，而总经理也认为内勤自己也熟悉了可以处理了。

Many years ago, I heard a story about two partners starting a business. One was the chairman responsible for internal affairs, and the other was the general manager responsible for contacting business. Due to the good market, they did a great job in two to three years. We had good cooperation with each other before, but with the expansion of business and accumulation of experience. The chairman feels that he can also bring in business, and the general manager also believes that he is familiar with the office and can handle it.

如果当时两个人闹掰了，其实对双方都不好，这时候他们找来了中间人，中间人和双方都打过交道，并且双方都比较信任。中间人就给他们出了一个主意，公司一分为二直接分家。最后双方同意了，分家之后双方都发展得还不错。

If two people had a falling out at that time, it would not have been good for both parties. At that time, they would have called a middleman, who had dealt with both parties and both sides trusted each other. The intermediary came up with an idea for them to split the company into two and split it directly. Finally, both parties agreed, and after the separation, both sides have developed well.

其实这个创业中常见的现象，合作之初大家相互需要能够很好合作，当大家都成长起来的时候，就会有退出的想法，如果能够和平分手还不错，如果闹得不可开交，其实损害的是双方的利益！

In fact, a common phenomenon in entrepreneurship is that at the beginning of cooperation, everyone needs to be able to cooperate well with each other. When everyone grows up, they will have the idea of exiting. If they can break up peacefully, it's not bad. If they get into a heated argument, it actually harms the interests of both parties!

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