1987, the money of Du Jichuan and Sun Dawei, the savings of the last round of entrepreneurship, has just been lost in the stock market crash. What should two poor people discuss together? They decided to start a new business and start all over again. They founded Kingston Technology with the only $2,000 of Du Jichuan's family. Twenty years later, in 2007, Kingston's annual operating income exceeded $4.5 billion. Thirty-five years later, in 20 12, Kingston ranked 48th in Forbes' "Top 500 American Private Enterprises", which was selected by 1 1 and the seventh in 100. Kingston company never needs to punch in. The boss often takes his employees around, making money to visit casinos and eat out. It is really desirable and is called the "utopia" of American science and technology.
Looking back on the whole entrepreneurial process, the two founders worked closely together to advance and retreat together, creating fabulous achievements. Imagine that the two of them can get rid of the $330 million equity transfer with just one phone call. How intimate is the relationship between the two sides? Although I haven't seen any reports about the equity ratio between the two parties, I think it must be more scientific and reasonable, or at least appropriate. From their stories, I realized that there are two points worthy of attention in the equity distribution of startups:
First, the equity distribution in the initial stage is important, but it is far less important than the company's decision-making mechanism. Equity usually represents both decision-making power and dividend right, but the two can be separated or emphasized through agreements between shareholders. For the two founders, it is not particularly important whether to share the equity equally, or whether one person holds shares and the other is a minority shareholder. What matters is who controls the development direction of the company and who has the final decision on major issues of the company. More money is just a number, and less money is even worse. Therefore, startups should think more about how to make the company bigger, and don't be too entangled in the shareholding ratio.
Second, the equity division between founders is very important, but it is far less important than the equity division between founders and subsequent investors. Du Jichuan and Sun Dawei once sold 80% equity of Kingston Company for $65.438+0.45 billion (paid-in 654.38+0.654 38+0.2 billion), and then repurchased the equity for $450 million. In the course of operation, the two of them have always maintained strong control over the company, and there is no contradiction and internal friction caused by the subsequent introduction of capital, which is also one of the factors to realize the rapid development of the company. When they can't control the company, they simply choose to sell all the shares, change their boss status and become wage earners, which is a wise choice to avoid conflicts at the decision-making level of shareholders. Then when we design a startup company, we should also consider the issue of introducing capital in the future and make a good response plan in advance. Is it AB shares? Or a virtual shareholder? Or just quit?
Therefore, the share distribution ratio of a startup company with two founders is not important in itself, and different companies will inevitably have great differences. But one thing must be insisted, that is, no matter what the shareholding ratio is, once it is determined, it cannot be easily changed. The founder should be willing to accept it, take the initiative to maintain this shareholding structure, and focus on the production and operation of the company. Development is the last word.
If you are a technical talent, it is best for the other party to be a sales or management talent; The operation and development of a company need all kinds of talents. It is difficult for a person to know everything. A team only complements each other and completes all the elements needed by the company. More importantly, you can only develop each other if you complement each other. If the cake grows bigger in the future, I won't fight. If both of them are technical talents, who is in charge of technology? I feel very clear that I should be responsible for it myself, so there will be disputes. After the company grows bigger, there is room for all kinds of independence.
Remember not to make a 5: 5 stake in two people, which will definitely cause problems. There is no room for two tigers in one mountain, except one male and one female! A ship's voyage needs a captain, and this is the leader. He must hold a lot of shares. There are several ways to split two people's shares:
5.5:4.5
6:4
6.5:3.5
7:3
It will be more stable in the future.
3. Allocate talents/partners who have not been introduced with shares.
The future development of the company needs more talents to join, and the shares of 10% to 20% can be reserved in advance and jointly issued by the two founding shareholders.
The ownership structure of the two founders can be designed differently according to the situation.
The two founders' companies are a better framework in the start-up enterprise architecture, and it is best to complement each other, with one person as the main one and one person as the supplement. If one person is in charge of company management and marketing, another person is in charge of products and technology. It's just that financial investment is not the founder.
We can divide the equity of start-up companies into three categories. 1) The investment of external investors in the seed wheel is completely based on the initial valuation. 2) Initial investment of the founder. Divide part of the equity as the founder's share of capital contribution. The two are distributed according to the proportion of capital contribution. 3) The rest are the two founders and team shares. Ability and function are the basis of distribution among founders. During this period, it is necessary to evaluate the company's dominant position, resources, financing ability, work functions and other factors. The best ceo is dominant and holds a large amount of shares.
For example, for a start-up company, the start-up capital needs 3 million yuan, of which 20 million yuan is priced and issued 10% of the shares raise 2 million yuan, and the rest10 million yuan is distributed according to 20% of the shares. Assume that ceo contributes 600,000 yuan 12%, cto contributes 400,000 yuan/8%, the remaining 70% shares, ceo40-50%, cto 10-20%, and the team reserves 10%.
Of course, in the case of two people with equal ability, try to give priority to one person, supplemented by one person, and there can be no situation of average equity and average authority. In order to keep the price difference, we have to ask the leader to be responsible for all the upfront investment.
The problem description is too broad and needs to be allocated according to the actual situation.
In the case of only two founders, the distribution of equity needs to consider many factors such as the founder's capital contribution, the founder's contribution to the company's development, and the option scheme that may be implemented in the future.
1, investment ratio
Assuming that the two founders contribute equally to the company, the distribution of equity can be mainly based on the proportion of their capital contribution.
Take a chestnut as an example: the registered capital is 6,543,800+0,000, of which 550,000 is subscribed by Party A and 450,000 by Party B, and the shareholding structure is 55%: 45%.
Do not engage in egalitarianism. The structure of 50% each is the most unscientific, which will easily lead to the deadlock of management decision-making in the future business process. When distributing equity, at least one party shall account for more than 50%.
2. Contribution to the development of the company
If the two founders have different contributions to the future development of the company, and one of them plays a key role, the proportion of their shares can be appropriately increased when distributing shares.
Take a chestnut as an example: suppose two people set up a consulting company, in which A has great influence in the industry and the main resources are brought by A. At this time, the equity ratio should be properly biased towards A, and the equity distribution can be carried out without strictly following the proportion of capital contribution.
Similarly, the registered capital is 6,543,800 yuan, with Party A contributing 300,000 yuan, but accounting for 55% of the shares, and Party B contributing 700,000 yuan, accounting for 45% of the shares (the specific proportion can be negotiated by both parties).
If one party requests absolute control over the company and the other party agrees to assist, it is recommended that one party hold more than 2/3 shares (in line with the requirements of the company's special resolution).
3. option pool
If the founders decide to reserve 65,438+00% shares for future equity incentives, in addition to their shares, they can also presuppose that option pool and option pool can be provided by both parties or by the core controlling shareholder, and the voting right of option pool shares is controlled by the core controlling shareholder.
4. Others
In addition, the design of dynamic ownership structure and different rights for the same share can be adopted (if feasible).
Too little specific information is given. According to the general points that need attention, I will give you some suggestions.
When two people are in partnership, the abilities of the two founders are definitely different. If your company is an internet company, it is best for the partner who holds the technology to hold a large number of shares; If your company needs more contacts and resources, it is more beneficial for the development of the company for the partners with resources to hold large shares. Personally, it is better for the major shareholders to account for more than 70% in the initial stage of the venture, which is conducive to the company's long-term development and subsequent financing.
Some start-up companies, the major shareholders have invested a lot, but they know nothing about the company's operation and don't care at all, just waiting for the dividend at the end of the year. This kind of startup will certainly not last long. No one can do the most tiring work and get the least money.
At the beginning of your business, your partner team is generally not perfect, and you generally need to attract new talents to join the partner team in the future. The retention of 10%-20% equity is undoubtedly very attractive to talents, and this part of equity can be held by major shareholders first.
I hope my answer is helpful to you.
If the equity is simply distributed between the two founders, then it would be good to distribute it according to the proportion of capital contribution if the two founders have equal strength. If they don't have the same strength, they should be inclined to the founders who make more efforts. It is typical that my current company happens to be two founders, but these two founders are two extremes, that is, one only contributes and the other only contributes, but it does not mean that the one who can't say money has no equity. Although the big equity is in the hands of money, there are also some proportions that are not funded.
If it involves the distribution of equity to start-up teams and employees, it is best to control two-thirds of the equity in the hands of the founders and distribute the remaining one-third to the teams and employees in the form of equity incentives. With the growth of the company and the recent increase of employees, further distribution is inevitable. At this time, it is best for the founders to ensure that they have more than 50% equity in their hands, and then consider further reducing their equity in their hands after they have developed to a super-large scale. Just like Huawei, it is better for companies to hold shares in the initial stage and the development stage.
In addition to simply considering the capital investment, it is suggested that the equity ratio of two people should not be evenly distributed at first, because the sharing model is very unfavorable to the company's development in decision-making. Secondly, if the minority shareholders exceed 33%, it is necessary to try to avoid the situation that minority shareholders have one vote veto over the company. Next, the proportion of minority shareholders should not be too small, such as 95% to 5%, which makes it easier to avoid the situation that large shareholders are dominated by employees. Personally, I suggest that in the case of two people, minority shareholders generally do not exceed one-third of the shares, such as 70%/30% or 75%/25% of the equity structure model, so that the company can have the boss with core control and ensure the efficiency of decision-making.
First of all, we must find out what this problem is mainly aimed at. If it involves the division of property, then the net assets of the company are divided according to the proportion of each person's capital contribution. Of course, people who contribute more will have more shares, and shares are a quantitative indicator of how much they contribute. There is a special situation here, that is, the relationship between the two founders. If it is a husband and wife, no matter how to distribute the equity, when it is necessary to divide the property, it will still be distributed according to 50% of each person, regardless of the number of shares held.
If it is for the future development of the company, then it is better for one person to hold more shares. This is also for the sake of not missing the best opportunity because of the different opinions of two people at the critical moment of the company's development.
Therefore, it is very important to choose who to start a business with.
This question is vague, for example, do both founders contribute? Which part of the company's operation are the two founders responsible for? Is it necessary to reserve an equity pool for future equity incentives? And so on all affect the distribution of equity ratio.
But in any case, in the case of two founders, it is best not to use 50% equity ratio distribution, which may be the worst equity ratio distribution, and it is very easy to form a failure of the shareholders' meeting mechanism and the company is in a "deadlock" situation!
I have a better way. You hold 67% of the shares, and one or more partners share 33%, so you have absolute control, and then everyone shares the profits equally. Your partner takes the profit first, then pays back the capital, so that all parties can win together.