想要吸引投资人,有一个残酷但又非常关键的一步,就是给投资人准备好未来退出的空间,为什么呢,因为没有投资人是想陪企业从一而终的,他们在投资之前都会设计好退出路径,既然要退出,当然会着重关注被投企业的股权结构,如果投资者的股权结构有问题,比方说股权太过分散、没有给未来融资留下空间,各种代持或无关股东很多等等,都会影响他们的投资决心,因为这些问题会给投资人的退出带来巨大的障碍,而且很多时候市场和产品的问题,通过投资人的资源或资金的加持,还有望迅速改善,但股权结构等到急需调整的时候,往往是来不及动刀的,具体的原因我后面会详细介绍,这里呢先不赘述。

　　To attract investors, there is a cruel but crucial step, which is to prepare the space for investors to exit in the future. Why? Because no investor wants to accompany the enterprise from beginning to end. They will design an exit path before investing. Since they want to exit, they will pay special attention to the equity structure of the invested enterprise. If there are problems with the equity structure of investors, such as too scattered equity, no space for future financing, many proxy or unrelated shareholders, etc., it will affect their investment determination, because these problems will bring huge obstacles to investors' exit, and often market and product problems, with the support of investors' resources or funds, there is hope for rapid improvement. However, the equity structure will be affected. When adjustments are urgently needed, it is often too late to make a move, I will elaborate on the specific reasons later, so I won't go into detail here.

　　那么投资人一般关注企业股权的哪些方面呢,

　　So what aspects of corporate equity do investors generally focus on,

　　第一，关注创始人的控制权是否稳固,对初创企业来说,投资人主要投的是人,尤其是创始人,所以他们会很关心你的股权占比,这里不单单是你账面上占了多少股份,更是关键时刻你能不能一个人拍板,如果创始人的股权比例过低,一旦创业遇到瓶颈,创始人放弃项目的成本就很低,而且创始人股权比例过低,也会导致公司内部治理结构不稳定,如果创始人必须获得其他人的同意才能做出决策,就会导致决策效率过低,在关键时刻就容易出现大的问题,当然，控制权并不是与股权比例绝对挂钩的,即使创始人本身占股不多,通过多种强化控制权的方法,也能够实现对公司的绝对掌控,我的其他视频里对此有详细的解答,这里呢，就不展开了。

　　Firstly, pay attention to whether the founder's control is stable. For startups, investors mainly invest in people, especially the founder, so they will be very concerned about your equity ratio. This is not only about how many shares you hold on paper, but also whether you can make a decision alone at critical moments. If the founder's equity ratio is too low, once the startup encounters a bottleneck, the cost of the founder giving up the project will be very low. Moreover, if the founder's equity ratio is too low, it will also lead to unstable internal governance structure of the company. If the founder must obtain the consent of others before making decisions, it will lead to low decision-making efficiency, and major problems are likely to occur at critical moments. Of course, control is not absolutely linked to the equity ratio. Even if the founder himself does not hold many shares, through... Various methods of strengthening control can also achieve absolute control over the company, I have detailed answers to this in my other videos, so I won't go into it here.

　　第二，关注股权激励是否有效,也就是未来是不是绑得住人才,创业是人才战争,没有股权就招不到顶级人才,或者招到了也稳不住,因为在当下的热门创业领域,资金呢，并不是稀缺品,人才是真正的稀缺品,很多创业公司或大厂开出几倍的薪水,到处挖墙角,甚至挖来的人不发挥价值都没事,只要能给竞争对手带来打击就行了,所以说，投资人会通过企业的股权结构,来判断这家企业的核心团队的稳定性,同时他们也会关注这些人才,是否能够持续有效地获得激励,比方说，华为的股权激励之所以被视为标杆,就是因为充分采用了 top 和饱和配股制度,如果老员工躺平不干活,股权的收益呢就会不断的递减,甚至会退股,这样就可以避免有人躺在功劳簿上睡大觉,那么类似这样的例子以及方式还有很多,我就不一一展开了。

　　Secondly, pay attention to whether equity incentives are effective, that is, whether they can bind talents in the future. Entrepreneurship is a talent war. Without equity, it is impossible to recruit top talents, or even if they are recruited, they cannot be stable. Because in the current popular entrepreneurial field, capital is not a scarce commodity. Talents are truly scarce. Many start-up companies or large companies offer several times the salary, dig corners everywhere, and even hire people who do not play their value. As long as they can bring a blow to competitors, it is enough. Therefore, investors will judge the stability of the core team of the enterprise through the equity structure of the enterprise, and they will also pay attention to whether these talents can continue to effectively obtain incentives. For example, the reason why Huawei's equity incentives are Regarded as a benchmark because it fully adopts the top With the saturation rights issue system, if senior employees lie idle and do not work, the return on equity will continue to decrease, and even be withdrawn. This can prevent people from sleeping on credit books. There are many examples and methods like this, and I will not elaborate on them one by one.

　　第三，关注企业股权的合规状态如何,相关风险是否可控,股权一旦有合规方面的风险,就会让投资人的股权不稳定,退出路径不确定,比如说股权代持、出资瑕疵、股权是夫妻共同财产,公司发生过股权纠纷等等,你可千万不要小看了这些点,要知道当年国内有个视频巨头,就是因为上市的关键时刻,创始人的妻子起诉创始人离婚,并冻结了他的股权,最终导致了上市的失败,所以投资人关注股权架构,本质也是希望将未来退出的潜在风险,降到可承受的范围之内。

　　Thirdly, pay attention to the compliance status of the company's equity and whether the related risks are controllable. Once there are compliance risks in the equity, it will make the investor's equity unstable and the exit path uncertain, such as equity proxy holding, investment defects, equity being jointly owned by husband and wife, and equity disputes that have occurred in the company. You should not underestimate these points. You should know that there was a video giant in China at the critical moment of going public. The founder's wife sued the founder for divorce and froze his equity, which ultimately led to the failure of the listing. Therefore, investors pay attention to the equity structure, essentially hoping to reduce the potential risks of future exits within an acceptable range.

　　那说到这里,你可能会想,那我等到投资人真要进来的时候,再调整股权结构不就行了吗,现在也没有投资人,公司经营的也不错,我干嘛非要现在调整呢,其实啊，如果可以的话,最好还是早一点考虑股权架构的调整问题,原因在于,首先融资是生死时速,而股权结构的调整往往需要很长时间,股权调整通常

　　Speaking of which, you may be thinking, why don't I just wait until investors really want to come in and adjust the equity structure? There are no investors now, and the company is running well. Why do I have to adjust it now? Actually, if possible, it's better to consider the issue of equity structure adjustment earlier. The reason is that financing is a matter of life and death, and equity structure adjustment often takes a long time. Equity adjustment is usually time-consuming

　　1）时间不等人，涉及股东会、董事会决议、章程的修订,股权的转让、增资、代持的解除,实缴、验资,工商变更、税务核定等等,这一系列的步骤呢,背后还有大量的沟通和博弈,时间上少则数星期长的话,甚至能达到好几个月,而融资根本等不了这么长时间,甚至就在很短的时间内,就有可能出现市场突变,竞品融资成功或者投资人反悔等各种情况,那你可能会说,前面这些流程完全可以加速办理吗,可我想说的是,一旦你火急火燎的去做这件事,往往就意味着你要付出更大的代价,

　　1) Time waits for no one, involving shareholder meetings, board resolutions, articles of association revisions, equity transfers, capital increases, release of proxy holdings, actual payments, capital verification, industrial and commercial changes, tax approvals, and so on. Behind this series of steps, there are a lot of communication and games, and the time can be as long as a few weeks or even several months. Financing cannot wait for such a long time, and even in a very short period of time, there may be various situations such as market mutations, successful financing of competitors, or investors backing out. So you may say, can the previous processes be accelerated? But what I want to say is that once you rush to do this, it often means that... You have to pay a greater price,

　　2）税负成本剧增，股权越值钱,调整的税负越重,举个例子,公司的注册资本100万,净资产呢也是100万,你把10%的股份从 A 转给 B,或者转给持股平台,按照净资产转让,成本呢，几乎为零,但如果投资人给了你一个亿的估值,这个时候你再想把10%的股份做调整,税务局会对你说,这990万属于财产转让所得,必须缴纳25%的个人所得税,这个时候再去跟税局沟通,难度和之前相比无疑是天壤之别

　　2) The cost of tax burden increases dramatically, and the more valuable the equity, the heavier the adjusted tax burden. For example, if a company has a registered capital of 1 million and a net asset of 1 million, you can transfer 10% of your shares from A to B or to a holding platform. According to the net asset transfer, the cost is almost zero. However, if investors give you a valuation of 100 million, and you want to adjust the 10% of your shares, the tax bureau will tell you that this 9.9 million belongs to property transfer income and must pay 25% personal income tax. At this time, the difficulty of communicating with the tax bureau is undoubtedly different from before

　　3）谈判难度倍增，股权价值一旦有了矛,再和其他股东谈调整架构会很困难,如果公司还没有赚钱,或者大家对公司值多少钱没有概念,这个时候你跟其他股东说某某某,我觉得你拿20%有点多,为了公司的长远发展,咱们调整到10%,剩下的进入期权池,他即使心里不舒服,大概率也找不到拒绝的理由,因为现在20%和10%的股权价值都是零,没有什么区别,但如果投资人给了公司一个亿的估值,这个时候你再找他要回10%的股份,那可就要了他的命了,毕竟此时10%的股权价值等于1000万,这对任何人来说都是无法放弃的利益。

　　3) The difficulty of negotiations has doubled. Once there is a conflict in the equity value, it will be difficult to negotiate with other shareholders to adjust the structure. If the company has not yet made a profit, or if everyone has no concept of how much the company is worth, at this time you tell other shareholders that someone, I think taking 20% is a bit too much. For the long-term development of the company, let's adjust it to 10%, and the rest will enter the option pool. Even if he feels uncomfortable, he is unlikely to find a reason to refuse because the equity value of 20% and 10% is zero now, there is no difference. However, if the investor gives the company an estimated value of one billion yuan, and then you ask him to get back 10% of the shares, it will kill him. After all, at this time, the equity value of 10% is equal to 1000 yuan. Wan, this is an unavoidable benefit for anyone.

　　所以说，既然投资人会重点关注股权架构,那我们早点把股权架构调整好,不管是从性价比上,还是从企业发展上,都是很有意义的事情,毕竟凡事预则立,不预则废,那么作为一名贯穿法律、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,如果你也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,这也是我们能够提供的专业股权规划的价值。

　　So, since investors will focus on equity structure, it is meaningful for us to adjust the equity structure as soon as possible, whether it is in terms of cost-effectiveness or enterprise development. After all, everything can be done in advance, and without advance, it will be useless. As a professional equity lawyer who covers law, business, finance and taxation, I have accompanied multiple start-up companies to grow and helped two companies successfully go public. If you also have any issues with equity design, please feel free to talk to me. We can comprehensively find a more suitable path for your enterprise development, which is also the value of professional equity planning that we can provide.