股東之間的合作基礎(chǔ)是規(guī)則，開(kāi)始合作之前一定要先簽署股東協(xié)議,，對(duì)退出機(jī)制,、股東義務(wù)、決策機(jī)制以及企業(yè)方向四大問(wèn)題作出約定,，并制定具體實(shí)施辦法,，大家承諾共同遵守，才能確保公司的根基長(zhǎng)治久安,。

The basis of cooperation between shareholders is rules. Before starting cooperation, it is necessary to sign a shareholder agreement, make agreements on the exit mechanism, shareholder obligations, decision-making mechanism, and enterprise direction, and formulate specific implementation measures. Everyone promises to abide by them together to ensure the long-term stability of the company's foundation.

定好規(guī)則才能合作長(zhǎng)久

Establishing rules is essential for long-term cooperation

1,、認(rèn)可規(guī)則和遵守規(guī)則是成為股東的前提股東之間的合作、一舉一動(dòng),，無(wú)不牽扯到每個(gè)人的切實(shí)利益,。創(chuàng)業(yè)者必須學(xué)習(xí)西方的方式，事先確定明確的合作規(guī)則,，認(rèn)同這些規(guī)則,，愿意遵守這些規(guī)則的人才能成為股東。創(chuàng)業(yè)是一個(gè)漫長(zhǎng)的過(guò)程,，每個(gè)企業(yè)都會(huì)幾起幾落,，股東將和公司一起經(jīng)歷發(fā)展道路上的所有事情，而且很多事情和股東的利益密切相關(guān),。理論上,，既然股東的利益是一致的,，似乎就應(yīng)該所有股東一條心。其實(shí)不然,，公司經(jīng)營(yíng)好了,，該不該分紅該不該多元化如何激勵(lì)經(jīng)營(yíng)層有人要并購(gòu)賣還是不賣公司經(jīng)營(yíng)不好，虧損了怎么辦如果不斷需要股東往里面投錢怎么辦……可以說(shuō)企業(yè)發(fā)展過(guò)程中每一次需要股東決策,，都是對(duì)股東人性和觀念的一次大考驗(yàn),。股東對(duì)于企業(yè)發(fā)展方向甚至某些具體事情產(chǎn)生分歧是經(jīng)常的，也是必然的,。股東之間因?yàn)橐庖?jiàn)分歧導(dǎo)致朋友反目,，甚至演化到人身攻擊，寧愿魚(yú)死網(wǎng)破也要置對(duì)方于死地,，甚至置公司于死地的事情也是屢見(jiàn)不鮮,。股東是公司的根基，股東出問(wèn)題公司根基將動(dòng)搖,，所以創(chuàng)業(yè)之前必須考慮到股東之間產(chǎn)生分歧的可能,，事先以股東協(xié)議的方式定好規(guī)則、認(rèn)同規(guī)則才能成為股東,。如此,，才能為公司奠定一個(gè)堅(jiān)實(shí)的根基。

1. Recognizing and complying with rules is a prerequisite for becoming a shareholder. The cooperation and every move between shareholders involve the practical interests of everyone. Entrepreneurs must learn the Western way, establish clear cooperation rules in advance, agree with these rules, and only those who are willing to abide by these rules can become shareholders. Entrepreneurship is a long process, and every enterprise will experience ups and downs. Shareholders will go through all the things on the development path together with the company, and many things are closely related to the interests of shareholders. In theory, since the interests of shareholders are aligned, it seems that all shareholders should have one heart. In fact, it's not like that. If the company is running well, should dividends be distributed or diversified? How to motivate the management? If someone wants to merge and sell or not sell, what should be done if the company is not running well and loses money? What if shareholders continue to invest money in it... It can be said that every time a company needs a shareholder decision in its development process, it is a big test of the humanity and concept of shareholders. It is common and inevitable for shareholders to have disagreements about the direction of enterprise development and even certain specific matters. It is not uncommon for shareholders to turn against each other due to differences in opinion, and even evolve into personal attacks. They would rather kill each other and even the company if the net were broken. Shareholders are the foundation of a company, and if there are problems with shareholders, the company's foundation will be shaken. Therefore, before starting a business, it is necessary to consider the possibility of disagreements among shareholders, and to establish and agree with the rules in advance through a shareholder agreement in order to become a shareholder. Only in this way can we lay a solid foundation for the company.

2,、創(chuàng)業(yè)者要有一本《羅伯特議事規(guī)則》西方人習(xí)慣用契約來(lái)解決問(wèn)題,，先小人后君子。中國(guó)是一個(gè)喜歡將人情與商業(yè),、政治與經(jīng)濟(jì)混在一起的國(guó)家,，中國(guó)人喜歡用情義來(lái)解決問(wèn)題。事先你好我好大家好,，而一旦出現(xiàn)分歧,，這個(gè)不行那個(gè)不行怎么都不行。你和我講契約,，我和你講感情,，你和我講承諾，我和你講道理,，糾纏不清,。真正成熟的管理，離開(kāi)不開(kāi)規(guī)則和標(biāo)準(zhǔn),。美國(guó)人雖然天性崇尚自由,，看似天馬行空，實(shí)則最遵守規(guī)則。以開(kāi)會(huì)為例,，他們有一本厚厚的開(kāi)會(huì)規(guī)則-《羅伯特議事規(guī)則》,，由亨利·馬丁·羅伯特撰寫(xiě)，1876年出版,，幾經(jīng)修改后于2000年出了第十版,。《羅伯特議事規(guī)則》的內(nèi)容非常詳細(xì),，有專門講主持會(huì)議的主席的規(guī)則,，有針對(duì)會(huì)議秘書(shū)的規(guī)則，有針對(duì)不同意見(jiàn)的提出和表達(dá)的規(guī)則,，有辯論的規(guī)則，還有不同情況下的表決規(guī)則等,。其核心原則包括：平衡,、對(duì)領(lǐng)袖權(quán)力的制約、多數(shù)原則,、辯論原則,、集體的意志自由等，既保障了民主,，也保障了效率,。另外一個(gè)案例是最早移民美國(guó)的清教徒在上岸之前，就簽署了《五月花公約》并宣誓遵守,，由此確立了美國(guó)建國(guó)的根本原則,。對(duì)于國(guó)內(nèi)的創(chuàng)業(yè)股東們而言，他們開(kāi)始合作之前對(duì)于合作并未制定任何規(guī)則,，絕大多數(shù)中國(guó)人開(kāi)公司的時(shí)候簽署的都是工商部門統(tǒng)一印制的公司章程,，很多股東甚至連這個(gè)章程都未曾仔細(xì)閱讀，簽字只是走形式而已,，加上中國(guó)人的含蓄,，導(dǎo)致很多事情事先沒(méi)有說(shuō)清楚，這是非常危險(xiǎn)的,。實(shí)際上,，股東之間有很多非常核心的問(wèn)題需要事先作出約定，否則公司一旦遇到這些問(wèn)題就會(huì)陷入大麻煩之中,。因?yàn)闆](méi)有約定處理辦法只能屆時(shí)再談判,，而出現(xiàn)這些問(wèn)題正是因?yàn)楣蓶|之間有了分歧，再談判的難度和效果可想而知,，只能祈禱大家的覺(jué)悟了,，很多優(yōu)秀公司就是因此而垮掉的。

2. Entrepreneurs should have a copy of the Robert's Rules of Procedure. Westerners are accustomed to using contracts to solve problems, starting with petty people and then gentlemen. China is a country that likes to mix human feelings with business, politics and economy. Chinese people like to solve problems with friendship. Hello in advance, hello to everyone, but once there is a disagreement, it won't work either way. You talk to me about contracts, I talk to you about emotions, you talk to me about promises, I talk to you about reasoning, and we get tangled up. Truly mature management cannot do without rules and standards. Although Americans advocate freedom by nature, they seem to be unconstrained, but they actually obey the rules most. Taking meetings as an example, they have a thick set of meeting rules - the Robert Rules of Procedure, written by Henry Martin Robert and published in 1876. After several revisions, the tenth edition was published in 2000. The content of the Robert Rules of Procedure is very detailed, including rules for the chairman presiding over the meeting, rules for the secretary of the meeting, rules for presenting and expressing different opinions, rules for debate, and voting rules in different situations. Its core principles include balance, constraints on leadership power, majority principle, debate principle, collective freedom of will, etc., which not only guarantees democracy but also efficiency. Another case is that the earliest Puritans to immigrate to the United States signed the Mayflower Convention and swore to abide by it before landing, thus establishing the fundamental principles of the founding of the United States. For domestic entrepreneurial shareholders, they did not formulate any rules for cooperation before they started cooperation. The vast majority of Chinese people signed the company's articles of association uniformly printed by the industrial and commercial department when they started the company. Many shareholders did not even read the articles of association carefully. The signing was just a formality. In addition to the implicit Chinese people, many things were not explained clearly in advance, which is very dangerous. In fact, there are many very core issues between shareholders that need to be agreed upon in advance, otherwise the company will get into big trouble once it encounters these problems. Because there is no agreed solution, we can only negotiate at that time, and these problems arise precisely because there are differences among shareholders. The difficulty and effectiveness of renegotiation can be imagined, and we can only pray for everyone's awareness. Many excellent companies have collapsed because of this.

股東協(xié)議要約定哪些事

What matters should be stipulated in the shareholder agreement

1、約定股東義務(wù)雖然從法律上講股東的義務(wù)只是投入資金以及不損害公司利益,，但實(shí)際上并非如此,。尤其是創(chuàng)業(yè)期公司，它們?cè)谶x擇股東時(shí),，往往首先考慮的是股東的資源和經(jīng)驗(yàn)對(duì)于公司的價(jià)值,，所以創(chuàng)業(yè)公司的股東往往多了些義務(wù)。而這些義務(wù)不可能是每個(gè)股東平等的,，基本上只能是能者多勞,。所以合股之前最好所有的股東約定清楚每個(gè)人必須為公司做的事情，而且要明確一旦未做到要怎么辦(例如,，如果未做到,，其他股東有權(quán)以原價(jià)回購(gòu)他的股份等)，尤其是對(duì)于那些握有對(duì)公司發(fā)展很重要的資源的股東,。能者不能推脫,、不要抱怨，不能者要常懷感恩之心,。很多人喜歡把業(yè)務(wù)對(duì)象發(fā)展為股東,，這要非常慎重，因?yàn)橐坏?duì)方離職或調(diào)職,，他對(duì)于公司的價(jià)值就歸零甚至變?yōu)樨?fù)數(shù)了,。如果一定要發(fā)展這類股東，一定要事先說(shuō)清楚,，他的義務(wù)是什么,，他必須為公司做到什么，如果做不到怎么辦,，然后各自按照約定執(zhí)行,。2、約定退出機(jī)制退出機(jī)制是必須事先約定的,。我看到太多的公司因?yàn)楣蓶|分歧無(wú)法調(diào)和又沒(méi)有退出機(jī)制,，導(dǎo)致大家同歸于盡，很好的公司解體的悲劇,。

1. Although the legal obligation of shareholders is only to invest funds and not harm the interests of the company, it is not actually the case. Especially for start-up companies, when choosing shareholders, they often first consider the value of shareholders' resources and experience to the company, so shareholders of start-up companies often have more obligations. And these obligations cannot be equal for every shareholder, basically they can only be done by those who are capable. So it is best for all shareholders to agree clearly on what each person must do for the company before the joint venture, and to clarify what to do if they fail to do so (for example, if they fail to do so, other shareholders have the right to repurchase their shares at the original price, etc.), especially for those shareholders who hold important resources for the company's development. Those who are capable should not shirk or complain, while those who are unable should always have a grateful heart. Many people like to develop their business targets into shareholders, which requires great caution because once the other party resigns or is transferred, their value to the company will return to zero or even become negative. If it is necessary to develop such shareholders, it is necessary to clarify in advance what their obligations are, what they must do for the company, and what to do if they cannot do so, and then each party should follow the agreement. 2. The exit mechanism must be agreed upon in advance. I have seen too many tragedies of companies collapsing due to irreconcilable shareholder differences and lack of exit mechanisms, resulting in everyone dying together.

股東退出有兩種可能：一種是大家對(duì)于公司發(fā)展或者管理產(chǎn)生嚴(yán)重分歧,，無(wú)法調(diào)和。公司發(fā)展過(guò)程中,，股東產(chǎn)生分歧非常正常,，尤其是股東都在經(jīng)營(yíng)層的時(shí)候。這些分歧一旦到了無(wú)法調(diào)和的地步,，最好的方式就是有人退出有人留守,，這也是大家能夠接受的方式,，這時(shí)候最大的難題往往也發(fā)生在如何退出、如何作價(jià)上,。一種是有人做了嚴(yán)重危害其他股東或者公司利益的事情,，讓其退出是必然的。但是,，他是否同意退出,，退出價(jià)格是多少，以什么程序讓他退出不論是哪種情況,，屆時(shí)股東之間都會(huì)是矛盾重重,，甚至上升到人身攻擊的程度而無(wú)法溝通。如果沒(méi)有事先的退出機(jī)制,，矛盾很難解決,，在中國(guó)，絕大多數(shù)出現(xiàn)上述兩種問(wèn)題的公司都關(guān)門了,，至少元?dú)獯髠?。?duì)于明確退出機(jī)制，很多公司不喜歡,，認(rèn)為好比婚前協(xié)議很不吉利。其實(shí)退出也意味著一份君子契約,，這對(duì)于股東,、核心管理層、員工都是一份金子般的承諾,。

There are two possibilities for shareholders to withdraw: one is that there are serious differences in the company's development or management that cannot be reconciled. It is very normal for shareholders to have disagreements during the development of a company, especially when all shareholders are in the management team. Once these differences reach an irreconcilable point, the best way is for someone to withdraw and someone to stay behind, which is also an acceptable way for everyone. At this time, the biggest challenge often arises in how to withdraw and how to price. One is that someone has done something that seriously harms the interests of other shareholders or the company, and it is inevitable for them to withdraw. However, whether he agrees to withdraw, what the withdrawal price is, and what procedures will be used to make him withdraw, regardless of the situation, there will be many conflicts among shareholders, even reaching the level of personal attacks and unable to communicate. If there is no prior exit mechanism, conflicts are difficult to resolve. In China, the vast majority of companies that experience the above two problems have closed down, at least causing great damage to their vitality. Many companies do not like a clear exit mechanism, believing that agreements like prenuptial agreements are very unlucky. Actually, withdrawal also means a gentleman's contract, which is a golden promise for shareholders, core management, and employees.

很多公司就是因?yàn)樵谕顺龅臈l件上大家談不攏而導(dǎo)致公司無(wú)法經(jīng)營(yíng)的,。如果股東之間事先約定了退出機(jī)制，對(duì)退出的邊界條件,、方式,、作價(jià)等作出規(guī)定，明確約定在什么情況下股東可以退出,，什么情況下必須退出,，如果退出如何辦理，價(jià)格如何等,，很多后續(xù)的退出糾紛就不會(huì)有,，甚至因?yàn)橛辛诉@些規(guī)則，很多分歧根本就發(fā)展不到需要執(zhí)行這些規(guī)則的地步,。近期的很多例子,，都是大股東的家事影響到公司的生死存亡，現(xiàn)在看來(lái),，股東之間對(duì)于彼此家庭的事情也要有所約定,。雖然公司無(wú)權(quán)干涉股東的私事，但是應(yīng)該可以事先約定，任何股東的家庭如果出現(xiàn)變化,，如何避免對(duì)公司產(chǎn)生影響,，例如如果股東不可以自行分割股權(quán)，公司其他股東可以以某個(gè)原則計(jì)算的價(jià)格來(lái)回購(gòu)等,，然后要求每個(gè)股東的家庭成員都簽署同意等,。

Many companies are unable to operate due to disagreements on exit conditions. If shareholders have agreed on an exit mechanism in advance, specifying the boundary conditions, methods, pricing, etc. for exit, clearly agreeing on under what circumstances shareholders can exit, under what circumstances they must exit, how to handle exit, and at what price, many subsequent exit disputes will not arise, and even because of these rules, many disagreements will not develop to the point where these rules need to be implemented. Many recent examples have shown that the family affairs of major shareholders affect the survival of the company. Now it seems that shareholders should also make agreements on each other's family matters. Although the company has no right to interfere with the private affairs of shareholders, it should be possible to agree in advance on how to avoid any impact on the company if there are changes in the family of any shareholder. For example, if the shareholder cannot divide the equity on their own, other shareholders of the company can repurchase it at a price calculated according to a certain principle, and then require each shareholder's family member to sign and agree.

3、約定決策機(jī)制股東協(xié)議中也必須要確定股東會(huì)以及董事會(huì)的表決機(jī)制,，明確規(guī)定哪些問(wèn)題由誰(shuí)來(lái)決策,，如果是集體決策，如何表決,，一旦表決,，所有人必須堅(jiān)決執(zhí)行等。企業(yè)決策上容易出現(xiàn)的問(wèn)題有兩個(gè),，要么是沒(méi)有約定決策機(jī)制,，一旦出現(xiàn)分歧就無(wú)法決策。要么是按照決策機(jī)制決策了,，但是持不同意見(jiàn)者不認(rèn)同決策的權(quán)威性,，不遵守決策。這兩種情況的危害都是非常大的,。

3. The shareholder agreement must also specify the voting mechanisms of the shareholders' meeting and the board of directors, clearly stating who will make decisions on which issues, how to vote if it is a collective decision, and once a vote is taken, everyone must resolutely implement it. There are two common problems in corporate decision-making: either there is no agreed upon decision-making mechanism, and once disagreements arise, decisions cannot be made. Either the decision is made according to the decision-making mechanism, but those who hold different opinions do not agree with the authority of the decision and do not comply with it. The harm of both situations is very significant.

4,、約定公司方向股東協(xié)議還要約定大家投資辦這家公司的方向，即公司的目的什么,，做什么,。與這兩個(gè)問(wèn)題的答案是什么相比，股東之間對(duì)這兩個(gè)問(wèn)題的共識(shí)更重要,。這兩個(gè)問(wèn)題是公司的根子問(wèn)題,，股東之間如果對(duì)此沒(méi)有共識(shí)，任何一個(gè)決策都可能出現(xiàn)分歧,。如果事先已有約定,，化解股東之間的分歧也就有了方向和依據(jù)。

4. The shareholder agreement should also specify the direction in which everyone invests in and runs the company, that is, the purpose and purpose of the company. Compared to the answers to these two questions, consensus among shareholders on these two issues is more important. These two issues are fundamental to the company, and if there is no consensus among shareholders, any decision may lead to disagreements. If there is a prior agreement, there will be direction and basis for resolving differences between shareholders.