1, in proportion to the capital contribution.
This is applicable to companies that have not yet been established or started work, but it should be noted that if the two people contribute the same amount, there will be disputes over control. At this time, it is best to have 49% more than one person and 5 1%!
2. Discount allocation of resources
Many times, the company also involves some intangible assets, such as venues, technology, social resources, etc., which need to be converted into a certain proportion of shares.
3. Founder premium distribution
If A is the founder of the company and invests 654.38+10,000 yuan, B will invest 654.38+10,000 yuan again one month later. At this time, it can't be distributed according to the proportion of capital contribution. A should be allocated a certain premium. Yes, A is 60% and B is 40%. Of course, this needs to be discussed in detail.
4, according to the work content distribution
The job content is also what we must consider when distributing shares. A is in charge of the company's leadership, and B is only a part-time job, so even if the capital contribution is the same, appropriate adjustments should be made when distributing shares.
5, according to the responsibility and risk distribution
Company management will inevitably involve certain responsibilities and risks. The party taking big risks has the right to demand appropriate equity compensation.
Legal basis:
Article 91 of the Company Law of People's Republic of China (PRC) * * * After the promoters and subscribers have paid the share capital or delivered the capital contribution as compensation for the share capital, they shall not withdraw their share capital, except for the failure to raise the shares in full and on time, the failure of the promoters to convene the founding meeting on time or the resolution of the founding meeting not to set up the company.
Second, how is the company's shareholding ratio appropriate?
The shareholding ratio of the company's shareholders is as follows: two shareholders 70%:30% or 80%: 20%; 70% of three shareholders; 20%: 10% or 60%: 30%:10%; When there are more than four shareholders, the founders are advised to keep at least one line on the life line of equity: absolute holding line (67%), relative holding line (5 1%) and one-vote veto line (34%). According to the investment amount, but if your business knowledge is patented, you can also invest as an intangible asset. This is a limited company. If it is a general limited liability company, the shares are determined according to the proportion of capital contribution and registered capital, and the profits are also distributed according to the proportion of share ownership. There is no good saying about this, and it is directly distributed according to the proportion of equity. The articles of association and resolutions of the shareholders' meeting provided at the time of company registration stipulate the distribution of shares and profits, and the principle of normal distribution can be followed unless there are special requirements.
Third, what is the principle of equity allocation for start-ups
1, the founder should guarantee absolute control.
Under normal circumstances, entrepreneurs need to raise funds quickly after setting up a company. In the process of financing, investors are more concerned about whether the equity structure of the founding team is reasonable, in addition to whether the entrepreneurial project can make money. The most important thing is to see if the founder can have absolute control over the project and the company. Only when the founder has enough control over the company can investors invest their money in this company with confidence.
You can't share the equity equally.
Equity fair distribution is a common phenomenon in the usual corporate structure: a company has two shareholders, each holding 50% of the shares; Or three shareholders of a company, the shareholding ratio is 33%, 33% and 34% respectively. This is a distribution misunderstanding that many entrepreneurs are easy to step into. This is very dangerous. At the beginning of the business, it seems to balance the interests of several partners. However, in fact, the company has no real controlling shareholder. If the company grows, it is easy to have differences. No one has the absolute right to speak, and the result is usually that several partners break up in discord, or even the company eventually goes bankrupt. The disadvantage of evenly distributing the shares is that the founders can't get control of the company, which is likely to lead to the deadlock of the company.
According to the law, the company's major business decisions can only be implemented after being voted by the shareholders' meeting. Therefore, if a company, each shareholder's shareholding ratio is relatively average, it will be difficult to vote on some major issues in accordance with the principle that the minority is subordinate to the majority, the project will not be able to advance, and even it is likely to be deadlocked.
Therefore, from the legal point of view and follow-up financing point of view, it is more favorable for the founding team or founder of the company to hold 70% to 80% of the shares. Before, we also contacted many customers. At first, the founder only held 5 1% of the shares. After several rounds of financing and dilution, he finally held less than 10%, which had a certain impact on the company's subsequent control.
3. Maximize equity value
For a startup company, the company's equity is very valuable, and everyone must know the value of equity in many ways. This is because, on the one hand, start-up companies have to sell certain equity in exchange for investors' investment, and equity is regarded as a financing method; Secondly, in the process of development, startup companies should introduce needed partners in the form of equity, or as an incentive way to better promote employees' enthusiasm and sense of responsibility.
Therefore, we must understand the value of equity, maximize the value of equity, and help the company obtain more resources through equity distribution, including finding powerful investors and partners. Equity is an important financing method. Through equity distribution, we should help the company to obtain more resources, one is to attract talents, the other is to attract investment. Therefore, certain shares must be reserved for investors.
The above is about how to divide the share ratio of a two-person company, and I hope it can help you. The proportion of shares in a two-person company needs to be determined according to the specific circumstances. Note that in order to avoid unnecessary disputes in the later period, it is recommended not to distribute shares equally, that is, 50% per person. If you have any other questions about the above contents, you can consult a lawyer, and they will give you professional answers.