As mentioned above, discovering talents, retaining talents and making good use of talents has become the key strategy for the development of every enterprise. Equity incentive changes the simple employment relationship, makes the incentive object have a stronger sense of belonging and achievement, meets the deeper needs of the incentive object, greatly mobilizes the enthusiasm and initiative of the incentive object, and realizes the win-win situation of enterprise development and talent development. In modern enterprise management, equity incentive has become an important means for enterprises to attract and retain talents. As far as the equity incentive scheme is concerned, in addition to the choice of incentive mode, "shareholding mode" is another important issue that the incentive party has to consider in the equity incentive. In the restricted equity incentive and equity incentive models, the incentive objects include direct holding, indirect holding, entrusted holding, trust plan, asset plan and so on. Among them, direct holding, indirect holding and entrusted holding are common holding methods in equity incentive practice. Each of the above holding methods has a great difference in the significance of the incentive party and the incentive object. This paper will discuss the shareholding method of equity incentive in non-listed companies from two angles of law and operation, so as to provide reference for managers. The details are as follows:

Direct shareholding

The so-called direct shareholding refers to the equity or stock directly granted to the incentive object by the incentive party (hereinafter referred to as equity) when the incentive party implements the equity incentive; The incentive object is directly registered as the incentive shareholder and enjoys the rights of the shareholder. The advantages of this shareholding method are: (1) Employees directly register as shareholders of the company, employees will have a stronger sense of security; (2) Employees directly hold the shares of the incentive party. When the company achieves IPO, the incentive object can directly sell shares in the secondary market after lifting the ban, and the exit path is convenient. However, this holding method also has many shortcomings, specifically: (1) According to the Company Law of China, a limited liability company shall be established by less than 50 shareholders; For the establishment of a joint stock limited company, there shall be not less than two but not more than two hundred sponsors, of whom more than half shall have domiciles within the territory of China. Therefore, the number of shareholders of limited liability companies and promoters of joint stock companies is limited by Chinese law. If the number of people who are subject to equity incentives is large, this limit may be exceeded. (2) Equity incentive is an enterprise's incentive method for employees based on the extension of labor relations. The labor relations have great instability and stages. The change procedure of shareholders of the company is very complicated. If the labor relationship changes after the employee is registered as a shareholder of the company, the employee needs to cooperate with the change procedure of shareholders. Once the employee does not cooperate with the corresponding shareholder change procedures, the incentive party needs to solve the dispute between the two parties through litigation, arbitration and other ways. In this way, it will bring great uncertainty to the ownership structure of the incentive party, which is not in line with the interests of the company and the interests of most incentive objects. In practice, since the direct shareholding model can not isolate the risk well, it is rarely used except by entrepreneurial partners.

Indirect shareholding

The so-called indirect shareholding means that when the incentive party implements the equity incentive, it does not directly grant the equity or stocks of the incentive party (hereinafter referred to as equity), but sets up an incentive platform to grant the equity or partnership interests of the incentive platform, and the incentive object enjoys the property rights and interests of the incentive party through the incentive platform. Under the indirect shareholding model, the incentive object is not directly registered as the incentive shareholder, and does not enjoy the rights of the shareholder. The holding method is determined as follows: (1) Employees are not directly registered as shareholders of the company, and employees have a poor sense of security; (2) Employees do not directly hold the equity of the incentivizer, and the incentivizer cannot directly sell shares in the secondary market when the company achieves IPO. If the major shareholder does not commit to repurchase, the exit path of the incentivizer is limited; (3) In certain cases, double taxation is involved. However, this holding method has incomparable advantages over direct holding method, specifically: (1) When the incentive platform is the type of company, the limit on the number of shareholders can be broken within a certain range. If the incentive platform is a partnership type, it does not have this advantage. (2) In the indirect shareholding mode, employees are not the shareholders of the incentive party, and when the labor relationship of employees is changed, they do not need to cooperate with the change procedure of the incentive party's shareholders, which well maintains the stability of the incentive party's ownership structure. (3) Since employees only hold the equity of the incentive platform or partnership equity, and do not directly hold the equity of the incentive party, once the labor dispute between the incentive party and employees, legal risks can be well isolated. The isolation of risk in indirect shareholding mode not only protects the interests of the incentive company, but also protects the interests of other incentive objects, which is a mainstream shareholding mode in practice.

Equity holding

In practice, in addition to direct shareholding mode and indirect shareholding mode, there are also equity holding modes. The so-called equity holding mode means that employees do not directly hold the equity of the incentive party, nor do they hold the equity of the incentive party through the incentive platform, but entrust others to hold the equity of the incentive party or hold the equity or equity of the incentive platform on behalf of others. In the share holding mode, employees are not registered as the incentive shareholder, but also as the incentive platform shareholder or partner, and only enjoy the corresponding rights and interests of the agent through the agreement relationship with the agent. The share holding model is a legal relationship based on the share holding agreement. Due to the relativity and uncertainty of the contract, whether employees are willing to let others hold the shares of the company for them largely depends on the employees' trust in the trustee, and employees generally have a poor sense of security. It is precisely because of the uncertainty of the behavior of entrusting, the current listing rules in China do not allow the situation of entrusting, and the equity incentive using the entrusting model needs to be restored before the listing, and the restoration of entrusting is likely to cause tax problems. Of course, the equity holding model also has its advantages, not only can a lot of risk isolation, but also easy to adjust when changing, with great flexibility. In practice, because most employees do not like the share holding model, the incentive effect is not good, it is a non-mainstream shareholding model.

By comparing the modes of direct shareholding, indirect shareholding and share holding above, it is not difficult to find that the indirect shareholding mode can not only motivate employees well, but also isolate the risks of equity incentive well, taking into account the needs of both operation and law, and is a mainstream shareholding mode in the practice of equity incentive. Enterprises can give priority to equity incentive shareholding methods when considering them. It needs to be emphasized again that equity incentive is not only a legal issue, but also a business issue. It is necessary to determine the most suitable shareholding mode for the company's business needs from both legal and business aspects.