1. In the initial stage, the company's prospects are uncertain, the risks are relatively large, and employees' demand for equity incentives is not strong. At the present stage, if equity incentive is to be implemented, its object should be limited to the core personnel of the company;
2. When designing the proportion of reserved shares, start-up companies should ensure that the control and stability of the company will not be affected when the shares are lifted in the future. When determining the total reserved amount, it needs to be determined according to the wishes of the founding shareholders, the salary level of the company, the scale and development stage of the company, and the situation of the same industry. When judging the amount distributed to individuals, we should give consideration to fairness and efficiency, affirm the value contribution and attract people's attention;
3. There are many modes of equity incentive, which can be "real shares" or "imaginary shares". Among them, the real stock index incentive object can obtain real equity and shareholder status; The incentive object of virtual stock index can not obtain real equity and shareholder status, but can enjoy the relevant property rights of shareholders. The specific form should be determined according to the enterprise's own situation.
Factor 3: How to sell the cake at a good price (equity financing problem)
The financing needs of start-ups are mainly divided into two parts. First, the cash demand of the founder is realized through equity transfer; Second, the needs of the start-up company's own development are realized by increasing capital and shares.
In the equity design of start-up companies, the share of equity financing can be reserved according to strategic objectives, and the specific proportion and operation should grasp the following core bottom line:
1. The bottom line of control right, the founding team should firmly grasp the control right of the company and pay attention to several important figures of control right, such as 67%, 5 1% and 34%.
2. For the bottom line of gambling, investors may ask entrepreneurs to sign gambling agreements with them when equity financing. When the gambling conditions are met, adjust the equity ratio of both parties or make cash compensation. Entrepreneurs must evaluate the probability of gambling events and their own tolerance;
3. The bottom line of repurchase, investors and entrepreneurs have agreed on specific repurchase terms, and entrepreneurial shareholders should pay attention to controlling the cost and scope of responsibility of repurchase. Entrepreneurial shareholders had better not provide joint guarantee for repurchase obligation with personal assets. The general practice is to take responsibility within the scope of the company's equity they hold.
Second, at the micro-execution level, the equity structure design of start-up companies.
From the micro-level of implementation, the ownership structure design of a startup company needs to do these four things well: "building a team", "leading the team", "sharing the cake" and "talking about withdrawing shares".
1. Set up a team and choose a suitable business partner.
Choosing the right business partner is very important, and choosing the right business partner is half the battle. There is a saying in the investment field that investment = investor = ownership structure, which shows that "people" is the most important factor in investment, and "ownership structure" dominated by "people" is the core rule of investment behavior. Whether an entrepreneurial partner is suitable or not can be evaluated and selected from the dimensions of personal character, responsibility, ability and coordination.
2. Take the team and build an invincible team.
Start-ups can use equity financing, equity incentives and other ways to finance, integrate wisdom, and build a steel team with the same goal, courage to take responsibility, passion and self-confidence, honesty and integrity, positive communication, not giving up easily, mutual respect, unity and mutual assistance. Fengjian pointed out that it is invincible.
3. Divide the cake and distribute the equity.
Venture enterprises need to consider these two issues when distributing equity: first, how to ensure the founder's control over the company with a reasonable equity structure; The second is to help the company obtain more resources (material resources and human resources) through equity distribution.
No matter what form of capital, the core factor that determines the proportion of equity in the ownership structure should be the contribution to the company value. To sum up, the general principle is that the main founders account for a large proportion of shares, the co-founders account for a small proportion of shares, and employees share the remaining shares through equity incentives.
4. Talk about withdrawing shares and arrange the withdrawal mechanism in advance.
Everything is established in advance, and it is abolished if it is not foreseen. During the running-in period, it is normal for venture partners to quit because of many factors. In order to avoid disputes and affect the production and operation of the company, the withdrawal situation, withdrawal method and withdrawal price should be agreed in advance.
Legal basis: Article 12 1 of People's Republic of China (PRC) Company Law. If a listed company purchases or sells major assets within one year or the amount of guarantee exceeds 30% of the company's total assets, it shall make a resolution at the shareholders' meeting, which shall be passed by more than two-thirds of the voting rights held by the shareholders present at the meeting.