How to sign the equity cooperation agreement?

With the changes in the times and the rapid development of the economy, more and more people choose to start a business with friends. If you want to establish a company partnership, you must first sign a shareholder cooperation agreement. So what are the issues to pay attention to signing shareholders' cooperation agreement?

1. Cooperation background

The partnership background is easily overlooked, but this is exactly the most basic. The background of the cooperation is an analysis of the integrated resource integration of partners based on the resource integration of cooperation. It is the process of the role positioning and the contribution of their respective roles and contributions to the project.

2. Overview of entrepreneurial projects

The entrepreneurial project is the carrier of the partnership. Before starting the construction, what is to do and what scale to do is clear, including project type, business scope, field, positioning, operating model, project promotion plan, and development vision.

3. Investment

The method of capital contribution stipulated in the law includes various real estate, patents, trademarks, and copyright intellectual property rights and interests in various real estate, such as land and factory buildings.

In entrepreneurial practice, some people are funded by technology, specific labor or specific resources. So, is this form of capital contribution?

The law clearly stipulates that labor services cannot be used as a method of capital contribution. I think that specific resources and undeying technologies are also impossible.

But what do you really need to do in entrepreneurial practice?

Then you must use the terms to deal with it to legalize it.

The capital period includes capital accounts, and real estate and property rights are transferred. The investment method and duration of the place must be clearly agreed to ensure that the partners' cooperation resources are in place to ensure the smooth progress of entrepreneurial projects.

4. Equity ratio

Generally speaking, the proportion of capital contribution represents the equity ratio.

However, in fact, many entrepreneurial teams are not arranged like this, because in many cases of capital contribution, they only consider funding factors, and do not consider the comprehensive contribution and value of the partner to the project. In addition, when building an equity structure, it is necessary to consider equity incentives. Chi, future financing and the introduction of the equity holdings of new partners.

Therefore, in the equity ratio clauses, those who have the situation should be particularly clear.

5. division of labor

The moment the partner decides to start a business together, they should have a clear understanding and definition of the division of labor, but they must be fixed in writing in writing. Whoever is responsible for managing and who is responsible for technology must be determined.

The importance of clarifying the division of labor is that it is directly related to the duties of the partner in the project. The perfect partner team structure is the back of the back. Each one is alone. You do your business, I do my work, and determine it in writing. It is also decision authority. Basis.

6. Beritability of profit and loss

The problem of profit and loss is an important terms in the cooperation agreement, and its meaning is self -evident.

Partnership entrepreneurs cannot just talk about feelings, and feelings cannot be eaten.

Therefore, the profit and loss still have to be clear, including how to share the profit and how to bear the loss. The principles, rules, and processes should be a villain and a gentleman first.

7, voting right

It is beyond doubt that partners enjoy statutory shareholders' rights.

However, the uncertainty of entrepreneurship determines its decision -making and voting rights. It must be different, and the rules of voting must be introduced.

The entrepreneurial team needs the core, that is, the actual operator, so in terms of the voting of the entrepreneurial project and the voting of major matters of the team, it can give the actual operator a higher percentage of voting rights, and even pass and veto.

But at the same time, the actual operator is responsible for his decision -making behavior.

8. Dilute equity

When the entrepreneurial project is financing, it must be diluted.

Generally speaking, the founders' equity is diluted equally according to the equity ratio, but there are also situations that do not dilute equal dilution, and there are special circumstances of shareholding.

Therefore, for the dilution of equity, specific arrangements should be made according to different situations.

9. Protection of entrepreneurial projects

The entrepreneurial project is the effort of partners and the heart of the partners.

However, the general partners' agreement is easy to ignore the protection of entrepreneurial projects.

In the process of entrepreneurship, the entrepreneurial team is easy to cause partners to fall apart due to various differences. Some partners withdraw from, take away the technical, knowledge, experience and model accumulated by entrepreneurship, and start another stove.

In order to prevent this situation, I generally require the entrepreneurial team to join the confidentiality, competition restrictions, interbank prohibitions, devoted devotion, and business model protection clauses in the partnership agreement.

The protection clauses of business models are relatively rare. In the United States, business models are protected by law, but currently China's intellectual property protection does not include business models. But the law is not included in the scope of protection, which does not mean that it is unspeakable.

Therefore, I generally ask for the protection clause of the business model, that is, the business model of the entrepreneurial project clearly stipulates that if anyone starts with a stove or leak, it must bear the liability for breach of contract or compensation.

10. Equity transfer, retreat and absorption

In order to ensure the stability of the entrepreneurial project, partners are generally prohibited from transferring shares to the outside world.

In the process of entrepreneurship, some partners withdrew for various reasons, and new partners needed to introduce new partners due to various reasons, but the withdrawal of partners must talk about the rules. Otherwise, the impact on the project is very large. , Even fatal.

Here, you must make a detailed agreement on the process of retreating and retreating processes and retreating processes.

Source: Jie Brother chats equity, reprinting this article is out of the purpose of passing more information. If there is an error or infringe your legitimate rights and interests, please leave a message, we will correct and delete it in time, thank you

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