股权架构丨从“初创”到“IPO”股权设计思路

Group 1 - The article discusses the design and adjustment of equity structure throughout the company's lifecycle, from inception to IPO, emphasizing the need for targeted and purposeful design [1] - The initial equity structure during the startup phase consists of Zhang and his wife's direct holdings, with a registered capital of 1 million yuan, where Zhang holds 70% and his wife holds 30% [2] - As the company develops, new partners are introduced, leading to changes in the equity structure, including the exit of partners and the establishment of an equity incentive pool [3][4] Group 2 - The establishment of a limited partnership as a holding platform is outlined, with Zhang as the general partner holding 1% and a manager as the limited partner holding 99% [7] - The article details the steps for equity transfer, including tax implications such as personal income tax and stamp duty [9][10] - The company transitions to a mixed structure to facilitate capital operations, involving the establishment of holding companies [10][12] Group 3 - A new round of equity incentive plans is initiated, granting restricted stock to 20 management and core technical personnel at a price of 6 yuan per registered capital [17] - The article highlights the advantages and disadvantages of using a partnership versus a limited company as an employee stock ownership platform [21][22] - The company implements an external upstream and downstream holding plan to strengthen cooperation with marketing channels [23] Group 4 - Following rapid expansion and a net profit growth rate exceeding 50% for two consecutive years, the company plans to introduce private equity fund PE1 [26] - The establishment of replication-type subsidiaries is discussed, with a focus on high-level management participation [30] - The company also considers tax incentives from local government policies when establishing functional subsidiaries [32] Group 5 - The company plans to set up innovative subsidiaries both internally and externally, with a focus on utilizing existing marketing channels and brand resources [35][39] - The article discusses the implications of using corporate versus personal holdings for tax efficiency and risk isolation [39] - The company outlines a plan for equity replacement to facilitate the upcoming IPO, including the valuation of subsidiaries [44][47] Group 6 - The acquisition of an external subsidiary is planned, with the company negotiating to purchase 100% of the equity of a successful innovative subsidiary [50] - The introduction of a second round of private equity funding follows the acquisition [52] - The article concludes with considerations for share reform and the determination of share capital for the IPO process [54][56]