I am often consulted by customers. We want to start a business. How should we divide the equity? In the process of starting a business, there are more special cases where both parties contribute, and one party contributes, while the other party only contributes. One party has resources and the other party has technology, and neither party needs to contribute. In these cases, how to distribute the equity is involved?

let's start with the first situation. Zhang Long and Liu Jun have been good friends for many years, and together they invested RMB 11 million to set up an education company, including RMB 5 million from Zhang Long and RMB 4.9 million from Liu Jun. Zhang Long is in charge of the operation, and Liu Jun has his own business and does not participate in the operation, but Liu Jun sometimes participates in the discussion of the project. How to divide the equity ratio between the two parties? Don't look at the answer first, think first, how to divide the equity ratio between the two parties?

equity scheme:

Zhang Long holds 51% of the shares and Liu Jun holds 49% of the shares. In real life, many partners will carry out such equity design, and make equity arrangements according to how much money they contribute. Is this equity scheme ok? This equity scheme is called equity design 1.1, and it may be no problem for an enterprise to have no profit or low profit at the beginning of its business. However, with the continuous development of enterprises and the increasing profits of enterprises, contradictions are inevitable.

If the profit of the enterprise reaches 51 million, Zhang Long will share 25.5 million and Liu Jun will share 24.5 million. If you are Zhang Long, are you willing to distribute it? If Zhang Long is unwilling to distribute, it means that the cooperation between the two sides is deadlocked.

here comes the question, why should the two sides allocate the cooperation according to the amount of capital contribution?

1. Compared with gourd painting, the ignorant are fearless.

at the beginning of the equity cooperation, people around me distribute their equity in this way. I don't know why people around me distribute their equity in this way. In fact, the Company Law stipulates that how many shares can be allocated according to the amount of money, or dividends can be distributed according to the proportion of capital contribution.

Article 34 of the Company Law stipulates that shareholders shall receive dividends in proportion to their paid-in capital contribution; When the company increases its capital, the shareholders have the priority to subscribe for the capital contribution in proportion to the paid-in capital contribution. However, unless all shareholders agree not to share dividends according to the proportion of capital contribution or not to subscribe for capital contribution in priority. ?

the understanding of this sentence is that shareholders can share dividends according to the proportion of their capital contribution, or they can not share dividends according to the proportion of their capital contribution, and the final decision is made by the investors. It can be seen that the law has full autonomy for both parties to the cooperation. It's just that the partners don't know. ?

2. Human capital is becoming more and more important

With the development of human society, the factors that create wealth have different changes in different periods. Take China as an example. In the farming era, land was the key element of wealth creation, and whoever owned the land had the core right to speak. In the Western Zhou Dynasty in China, there was the land of the king and the land of the king, which meant that the Zhou royal family held the most important means of production, land. Farmers are tightly bound to the land, and if they leave it, they will be displaced and homeless.

With the establishment of new China, the productivity of society has been continuously improved, especially with the reform and opening up, farmers have been liberated from the land, and many farmers have gone to cities to work. In the era of material shortage, the market belongs to the buyer's market, and whoever has the funds can organize personnel to produce, and the goods are not worried about sales, so the funds are more important between the two parties. The contradiction of pricing according to the proportion of capital contribution is not too prominent.

With the intensification of social competition, there is a serious surplus of products, and enterprise competition has entered the brand era, which poses new challenges to entrepreneurs' personal ability. The value of human capital is particularly prominent in enterprises, especially with the emergence of the Internet. A large number of outstanding self-made entrepreneurs have emerged in China, who have no resources, no funds and no connections. However, they have created great wealth in society by their own intelligence, advanced judgment and innate entrepreneurs, such as Ren Zhengfei, Ma Yun and Ma Huateng. The appearance of these entrepreneurs proves that the value of talents has exceeded the value of capital in this era. Third, the Excellence of entrepreneurs should be fully affirmed

According to Schumpeter's point of view, entrepreneurs are destructive and innovative people. They have the spirit of being brave in innovation, daring to take risks, being indomitable and never giving up. They are valuable assets of society.

For example, Ren Zhengfei, when he founded Huawei in 1998, the initial capital was only 21,111 yuan, which was still the money pooled by six friends. This year, Huawei's sales are expected to exceed 811 billion yuan, and the bonus paid by Huawei employees in this year's Double Eleven will reach 2 billion yuan. If someone paid 2,111 yuan, accounting for 11% of the shares, the inevitable result would be internal friction. Ren Zhengfei once said publicly that later there were contradictions between the founding partners and conflicts of ideas. Later, he also filed a lawsuit for the shares. Ren Zhengfei spent a huge price to buy back other people's shares. Now it seems that Ren Zhengfei's decision to buy back shares is correct.

On the contrary, Ma Yun is professional. In 1999, Ma Yun started his business with 511,111 yuan. In 2111, Sun Zhengyi invested 21 million US dollars in Ma Yun, and Sun Zhengyi held 21% of the shares. Ma Yun only made such equity design because there was a professional Cai Chongxin behind him, which shows the importance of professionals. ?

what is the most reasonable share ratio between the two parties? There are no eternal friends in the world, only eternal interests. Let's talk about it next time. How can we divide it more reasonably? We summed up six methods and look forward to your message.

Beijing Juntong Group

webpage link