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First, the role of ownership structure design

The purpose of equity structure design is to clarify the rights, responsibilities and interests of partners, help the stable development of startups and facilitate the financing of startups. In addition, the ownership structure is not only the main factor affecting the company's control right, but also the necessary condition for enterprises to enter the capital market.

Therefore, behind the appearance of the ownership structure of start-up enterprises, various resources needed for the survival and development of start-up enterprises, such as teams, technologies, funds and channels, are hidden or reflected. Therefore, the design of equity structure is to consider how to find the resources needed for enterprise development and combine these resources reasonably to achieve a win-win situation between enterprises and stakeholders.

Second, what is the ownership structure?

Ownership structure refers to the proportion of different shares in the total share capital of a joint-stock company and their relationship. Equity refers to the rights and interests of stock holders corresponding to the proportion of shares they own, as well as the right to bear certain responsibilities. The right that can be claimed to the company based on shareholder status is equity.

Ownership structure is the foundation of corporate governance structure, and corporate governance structure is the concrete operation form of ownership structure. Different ownership structure determines different enterprise organizational structure, thus determines different corporate governance structure, and ultimately determines the behavior and performance of enterprises.

The formation of ownership structure determines the types of enterprises. The proportion of capital, natural resources, technology and knowledge, market and management experience in the ownership structure is influenced by the development of science and technology and economic globalization. With the formation of global network and the emergence of new enterprises, technology and knowledge account for an increasing proportion in the ownership structure of enterprises. The development of society will eventually move from "capital employment labor" to "labor employment capital". With its unique position in the enterprise, human capital enjoys the operating results and enjoys the residual claim right together with the capital owner. This is the great power of science and technology, which makes knowledge capital the most important capital to determine the fate of enterprises.

Finally, the ownership structure can be changed, but the internal driving force of change is the development of science and technology and the change of production mode. It is of far-reaching significance for enterprises to choose the appropriate ownership structure.

Third, the type of ownership structure.

(1) Single ownership structure

The unitary shareholding structure refers to the integration of shareholding ratio, voting right and dividend right.

Under this structure, the rights of all minority shareholders are determined according to the proportion of equity. This is the simplest ownership structure, and what needs to be avoided is the company deadlock! There are actually several voting "nodes":

1 means that the proportion of capital contribution held by one shareholder reaches more than 33.4%;

(2) There are only two shareholders, and the contribution ratio of both parties is 565,438+0% and 49% respectively;

(3) The contribution ratio of one party exceeds 66.7%;

There are two shareholders, and the contribution ratio of each party is 50%.

The third proportion of capital contribution here means that the company will not form an impasse under any circumstances, because the proportion of voting rights has reached more than "two-thirds", and an effective company resolution can be unilaterally formed on any voting matter, unless the articles of association set a minimum limit on the number of shareholders who must "agree". The worst is the fourth ownership structure. Under the mechanism that two shareholders each hold 50% of the voting rights, it means that any resolution made by the company must be unanimously agreed by both parties.

(2) dual ownership structure

Dual ownership structure refers to the arrangement of different proportions of equity ratio, voting right and dividend right, and the separation of shareholders' rights.

After the revision of China's company law, it is stipulated that the articles of association can stipulate that the same shares have different rights. Of course, under the joint-stock company, only different types of shareholders can design this way, and the same shares and rights should be the same. This architecture design is suitable for those co-founders who need to give some partners the right to share dividends, but give the founders the decision-making power. This kind of ownership structure is very common abroad. For example, Facebook clearly divides equity into A shares and B shares in its IPO prospectus. Zuckerberg maintains control of the company by holding a large number of B shares with high voting rights;

(3)4×4 ownership structure

4X4 Equity Structure This is to divide the shareholders of the company into four types: founder, partner, employee and investor, and make overall arrangements for their rights to achieve the above five goals.

This noun is a metaphor. Most people should know what 4X4 means. Of course it is not equal to 16. Refers to the four-wheel drive of a car. For example, you can think of every startup as a car. The industry in which you started your business is the track, and the founder is a racing driver. Entrepreneurial innovation is essentially a kind of competition. Whether it is cross-country race or F 1, entrepreneurs, as racing drivers, must have a good racing car, and it must be a four-wheel drive with abundant power and strong ability to overcome difficulties and resistance. However, in reality, many startups are still bicycles or tricycles. Four types of such shareholders constitute a 4X4 structure, but the structure alone is not enough. For example, you have four wheels, but you are still a QQ.

The design of 4X4 equity structure has three main steps:

The first step: divide the big cake of company equity into the shares of investors and founders;

Step 2: consider distributing the remaining cakes to partners and employees, and subdivide each person's share according to his personal contribution to the company;

Step 3: Check for leaks and fill gaps, see if there are any unreasonable places in the equity obtained in the first two steps, and make adjustments.

Fourthly, the key analysis of 4X4 equity structure design.

Because the popular ownership structure design in China is: 4X4 ownership structure design, so the following focuses on: 4X4 ownership structure design.

(1) When designing equity, consider these issues first (that is, consider the following issues before cutting the cake).

What kind of enterprise does our enterprise belong to? (Human-driven, capital-driven, resource-driven, etc. )

What are the core resources for enterprise development?

(Note: The resources needed by an enterprise can be divided into: ① capital ② relationships, including providing customers, investors, partners or consultants for the enterprise; ③ intellectual property rights; ④ infrastructure needed by the enterprise, such as office buildings, studios and equipment workshops. ⑤ Human resources ⑤ Ideas and creativity.

Who can provide these resources that enterprises need?

What resources does the enterprise currently have? What resources are needed for future development? Of all the resources, which are needed by enterprises for a long time and which are met by enterprises at one time?

How can we ensure that enterprises have the resources they need?