Corporate system design is an important condition for successful entrepreneurship. Entrepreneurship is the process of constantly challenging uncertainty, from uncertainty to certainty. In entrepreneurship, the only certainty is uncertainty. Every entrepreneur or partner should recognize and correctly think about the uncertainty in entrepreneurship, and carry out corresponding system design, and best protect the interests of the project under the premise of protecting the interests of all parties. The soldiers of iron camp are flowing water. In the process of entrepreneurship, some people gradually become partners because of their ability, contribution, responsibility and other factors; Some partners leave the startup team because of passion, family, ability, etc. The concept of partnership entrepreneurship must be the concept of creating greater value together. When it is impossible to jointly create greater value, new partners are needed to join and old partners are withdrawn, which is necessary for the development of the project. In most cases, the majority of partners can solve the problem of partner entry and exit based on professional ethics. However, if the entry and exit of partners is not sound, it will cause disagreements and even disputes, causing irreparable heavy losses to the project. This paper will discuss the mechanism of partner joining and quitting in the process of business management for reference.

New partner entry and equity maturity cashing mechanism. The development of a project often needs new blood, but there is great uncertainty about whether the new partners adapt to the project, how their ability is, and whether they have loyalty. Based on the uncertainty of new partners, equity option grant is the usual way of entry for most new partners. Equity options are options that grant partners the right to purchase a certain number of shares in the company within a certain period of time in the future on predetermined terms. Equity options do not give equity directly, but promise to give a certain amount of equity to the company in the future if predetermined conditions are fulfilled. "Promise now and give later" is one of the characteristics of equity options, which is a right to become a shareholder in the future. In the way of equity option, the mechanism of equity maturity is the key of the system. The so-called mature equity cashing mechanism means that the new partners are allocated a certain share of equity options, but it is not registered to their name at one time, but gradually cashed out through a certain period of time; If you leave the entrepreneurial team before the equity maturity, you can only get the equity that has been cashed in, and the equity that is not mature is automatically lost. The function of the equity maturity mechanism is mainly to solve the uncertainty of new partners, ensure that partners can serve the company for a long time, avoid short-term speculation, and strengthen the stability of the entrepreneurial team. Once the equity option is mature and cashed out, the partner shall enjoy all shareholder rights such as voting rights, dividend rights and disposition rights of the corresponding equity; Until the equity matures, partners usually do not enjoy any shareholder rights, but they are free to agree.

In practice, there are four common maturity mechanisms of equity options: (1) average maturity per year. For example, the maturity period is four years, with an average maturity of 25% per year. If the partner withdraws after the second year, only 25% of the equity options will be entitled. (2) Stage maturity after reaching the minimum period. For example, the maturity period is 4 years, the partner will mature 50% after 2 years of service, and the remaining 50% will be cashed in 8 quarters, and the mature equity share will be 6.25% per quarter. If the partner leaves in the second year, they do not get the equity. This approach avoids the practical problem of the greater uncertainty of early partners. (3) Progressive acceleration of maturity. For example, the maturity period is 4 years, 10% mature after the first year, 20% mature after the second year, 30% mature after the third year, and 40% mature after the fourth year. To some extent, this method is a reward for the service period, and the longer the service period, the more equity will be obtained. (4) Mature according to project milestones. For example, the maturity period is 4 years, and in 4 years, a specific proportion of equity options can be obtained according to the maturity of project milestones such as product development, product listing, and sales targets. This method has the particularity of the project and is rarely implemented in practice.

Restricted equity and equity locking mechanism. In addition to the team bringing in new partners, some partners are promoted from within the firm into the partnership sequence. Most of these partners have been with the firm for a long time, have created value for the firm, and have high loyalty, and to continue to motivate them, they are included in the partnership sequence. When the entrepreneurial team absorbs each partner, it hopes to work together for a long time, especially the old employees, but the 25,000 li long March can go hand in hand to the end of the few after all. For one thing, each partner is phased; On the other hand, entrepreneurship requires each partner to adapt to each other, which has nothing to do with ability. For employees who have made great contributions to the company to become partners, the way to enter the partner is usually restricted stock. Restricted equity refers to a specific share of equity granted to the partner company, but the partner's ownership of the company is restricted in terms of rights such as transfer. In essence, restricted shares give equity to the partner company, but also make certain restrictions on the transfer of equity, set up security and other disposal actions of the partner. When the set conditions are not achieved, the partner may not transfer the equity and other disposal actions. "Give first and then restrict" is one of the main characteristics of restricted shares. Restricted stock has the dual effect of reward and incentive. In practice, it is more applicable to the old employees who have made outstanding contributions to the company. In restricted shares, equity lock-in Settings become particularly important, otherwise there is a risk of short-term cash out. Equity locking means that partners cannot unilaterally transfer, mortgage or dispose of their equity holdings within a specific period of time. The function of equity locking is to not only motivate partners, but also to prevent partners from speculating and cashing out by restricting partners' equity disposal behavior, ensure the stability of the entrepreneurial team, and realize the long-term interests of the entrepreneurial team and the company. If the partner leaves the company during the lockup period, it can either buy back its shares at a specific price or recover its shares without compensation. In practice, the lock-in period is generally 3-4 years, or before the company goes public, during which the partners are not allowed to sell or mortgage their equity holdings. In practice, there are some similarities between the equity unlocking system and the equity option mature system. For example, the average annual unlock during the lock period, or one-time unlock after a certain service period, or one-time unlock after achieving certain business indicators. It should be pointed out that the equity restriction is best reflected in the articles of association of the company, otherwise there is a risk that it cannot fight against a bona fide third party when equity transfer occurs.

In the process of starting a business, partner withdrawal is a common phenomenon. Some partners can not keep up with the development of the company and retire; Some partners choose to withdraw based on their own factors. Therefore, entrepreneurs should plan the partner withdrawal mechanism in advance, so as to avoid disputes arising from the withdrawal. In terms of partner withdrawal methods, there are mainly equity transfer, company capital reduction, dissolution and liquidation, most of which are equity transfer to achieve partner withdrawal. The so-called partner withdrawal mechanism usually refers to how to set the buyback right, buyback price, buyback payment and other issues when the partner quits, especially the buyback price. If the above system is clearly defined, an effective partner withdrawal mechanism will be formed, so as to avoid the instability of equity structure or equity disputes when the partner retires. In business practice, the partner withdrawal mechanism is usually designed in conjunction with the equity lock-up period. There are mainly four types of partner withdrawal situations: (1) The partner is dismissed by fault. For example, the partner is dismissed by the company under the circumstances of malpractice, theft, fraud, serious violation of discipline, etc. In this case, the partner is at fault, and it is generally free to buy back its equity. (2) Unilateral departure of the partner. It is the legal right of a partner to unilaterally resign for personal reasons, in which case neither the partner nor the company has any responsibility, and the company can repurchase its shares with compensation based on its working years. For example, the company can determine the buyback price based on the investment amount plus interest, a 50% discount on the valuation of the latest round of financing, a specific multiple of net assets or a specific multiple of PE. In practice, there is no standard pricing method, as long as the agreement is clear. (3) The partner shall of course withdraw from the partnership. The situation of withdrawal of course means that according to the relevant provisions of the law, after the occurrence of a specific event, it is regarded as automatically withdrawing from the partner, such as death, being declared dead, being declared missing, etc. This kind of withdrawal, the partner is not at fault, usually paid to recover its equity, the specific price can be determined by referring to the partner's personal reasons for departure. (4) Special agreement. In business practice, the company can agree on special withdrawal circumstances according to the business situation, such as the unauthorized disposal of restricted shares during the lock-up period to recover the shares without compensation, and the shares can only be transferred to a specific transferee at a specific price before listing. In addition to the buyback situation and buyback price, the withdrawal details such as the payment of the buyback fund and the liability for breach of contract should be clearly defined to avoid disputes when the partner exits.

Whether the metabolic mechanism arrangement of the partners is reasonable, to a large extent, determines the stability of the project management and the prospect of the project, the operator should be arranged in advance. A good partner entry and exit mechanism can not only protect the legitimate rights and interests of each partner, but also protect the steady development of entrepreneurial teams and entrepreneurial projects, which is of great significance.