受到磨合期多種因素的影響,創(chuàng)業(yè)公司合伙人退出是很正常的,為了避免在退出環(huán)節(jié)產(chǎn)生糾紛,如果事先約定好退出情形,、退出方式,、退出價格等,可以有效降低各方發(fā)生矛盾的概率,也有利于公司的穩(wěn)定發(fā)展.

Due to various factors during the adjustment period, it is normal for partners of a startup company to withdraw. In order to avoid disputes during the withdrawal process, if the withdrawal situation, withdrawal method, and withdrawal price are agreed upon in advance, it can effectively reduce the probability of conflicts among all parties and also be conducive to the stable development of the company

從公司離開后一般不應持股,一般情況下,有限責任公司及其他股東不能強行要求離職的股東退股,除非股東因違反公司法被除名以及因其他事項導致

After leaving the company, shareholders should generally not hold shares. In general, limited liability companies and other shareholders cannot force departing shareholders to withdraw their shares, unless shareholders are expelled for violating company laws or due to other reasons

(1)需要退出的股權一般與人力資本出資有關

(1) The equity that needs to be withdrawn is generally related to human capital investment

人力資本出資后形成的股權,往往都帶有特殊的人身依附性,股權的價值很大程度上取決于人力的貢獻,晚清時期曾經(jīng)紅極一時的山西票號,其股份制度中的"頂身股"即承認人力股的存在,人在股在,離開后即應退還,這種理念現(xiàn)在依然適用,主要原因就是考慮到這種非貨幣及實物形式的財產(chǎn),只有人員在崗期聞才能起到價值貢獻的作用,如果離開公司,崗位更換為其他人,可能情配就會完全不同.

The equity formed after the contribution of human capital often has a special personal attachment, and the value of equity largely depends on the contribution of human resources. In the late Qing Dynasty, Shanxi Piaohao, which was once popular, recognized the existence of human resources through its stock system as the "top body stock". When people are in stock, they should be returned immediately after leaving. This concept still applies today, mainly because considering this non monetary and physical form of property, only when people are on duty can they play a role in value contribution. If they leave the company and change positions to other people, their situation may be completely different

股權被強制執(zhí)行,股東應否特股跟是否在職沒有必然的關聯(lián),不過,考慮到創(chuàng)業(yè)公司有自己的特殊性從公司離職后的股東繼續(xù)持股可能會造成一些其他問題,對公司不利,因而會由各方自主約定退股的有關事項.

The compulsory execution of equity does not necessarily have a correlation between whether shareholders should hold special shares and whether they are employed. However, considering the unique characteristics of a startup company, continuing to hold shares from shareholders after leaving the company may cause some other problems that are detrimental to the company. Therefore, the relevant matters of withdrawing shares will be independently agreed upon by all parties

(2)創(chuàng)業(yè)公司的彈藥是有限的

(2) The ammunition for start-up companies is limited

初期的創(chuàng)業(yè)公司,因為兌現(xiàn)不了太豐厚的貨幣報酬,股權就是招攬人才的硬通貨,但股權數(shù)量是有限的,離職人員的股權若不退還,股權總池子就會減少,將來可用于員工激勵的股權就會減少,不利于人才的聚集,同時,由于股權仍然歸屬離職人員名下,感覺上好像其他在職的股東仍在為他打工,對于創(chuàng)始人而言可能會有一種難以解開的情結(jié).

In the early stages of startup companies, equity is a hard currency for recruiting talents because it cannot be redeemed with substantial monetary rewards. However, the number of equity is limited. If the equity of departing employees is not returned, the total pool of equity will decrease, and the available equity for employee incentives will decrease in the future, which is not conducive to talent gathering. At the same time, as equity still belongs to the departing employees, it feels like other shareholders are still working for them, which may create a difficult knot for the founder to unravel

(3)退出時應保證公平合理

(3) Ensure fairness and reasonableness when exiting

無論在感覺上怎么認為，離職人員持有的股權都是自己價值貢獻的對價,是對曾經(jīng)付出勞動的認可,如果各方商定同意退出股權,則應當要保證這些股權至少能夠按照退出時點的公允價值予以兌現(xiàn),公允價值可以參照公司近次的對外融資價格,或者參照公司近一期經(jīng)審計的每股凈資產(chǎn)價格確定,當然,也可以根據(jù)實際情況由各方協(xié)商在公允價值的基礎上,以一定的溢價或者折價退出,具體價格主要取決于離職人員的歷史貢獻以及公司的支付能力和支付意愿等多種因素.

No matter how one feels, the equity held by departing employees is the consideration for their own value contribution and recognition of the labor they have put in. If all parties agree to withdraw the equity, it should be ensured that these equity can be cashed at least at the fair value at the time of withdrawal. The fair value can be determined by referring to the company's recent external financing price or the audited net asset price per share of the company in the recent period. Of course, it can also be negotiated by all parties based on the actual situation and exited at a certain premium or discount on the basis of fair value. The specific price mainly depends on the historical contribution of the departing employee and various factors such as the company's payment ability and willingness to pay

從公平角度,離職人員雖然不能享有離職之后的股權增值成果,但至少也要保證離職之前的貢獻能夠得到肯定;當然.可能會有人有疑問,是否通過貨幣方式投資獲取的股權就可以一直持有?其實,這與付出何種資本換取股權沒有很直接的關系,更多考慮是離職人員持有的股權是一種附條件的股權,這個條件就是在公司工作,如果離開公司,這個條件就消滅了,就不可以繼續(xù)持股,完全是雙方約定的結(jié)果,只不過,離職人員通過人力資本方式換取的股權,可以更容易理解這種條件的連貫性,如果他以貨幣或法律認可的其他方式出資同樣也可以約定離職后不再持股,道理是一樣的.

From a fair perspective, although departing employees may not enjoy the benefits of equity appreciation after leaving, they must at least ensure that their contributions before leaving are recognized; Of course. Some people may have doubts about whether equity obtained through monetary investment can be held for a long time? In fact, this is not directly related to the amount of capital invested in exchange for equity. More consideration is given to the fact that the equity held by the departing employee is a conditional equity, which means working in the company. If they leave the company, this condition is eliminated and they cannot continue to hold shares. It is entirely the result of mutual agreement. However, the continuity of this condition can be more easily understood when the departing employee exchanges equity through human capital. If they contribute in currency or other legally recognized ways, they can also agree not to hold shares after leaving the company, and the principle is the same

受到磨合期多種因素的影響,創(chuàng)業(yè)公司合伙人退出是很正常的,為了避免在退出環(huán)節(jié)產(chǎn)生糾紛,如果事先約定好退出情形,、退出方式,、退出價格等,可以有效降低各方發(fā)生矛盾的概率,也有利于公司的穩(wěn)定發(fā)展.

Due to various factors during the adjustment period, it is normal for partners of a startup company to withdraw. In order to avoid disputes during the withdrawal process, if the withdrawal situation, withdrawal method, and withdrawal price are agreed upon in advance, it can effectively reduce the probability of conflicts among all parties and also be conducive to the stable development of the company

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