Entrepreneurial Enterprises Should Be "First Villain, Then Gentleman".

"There are too many cases of Founder separation now, and many of them have gone to the crime department." When he heard the news that he had split up the news of the German cloud society, Dong judge of the people's Court of Haidian District, Beijing felt very touched. Mr Tung's presence in Haidian District is the core of many small and medium-sized entrepreneurial enterprises in Zhongguancun. "I have seen too many friends who turn their eyes against their friends, but in fact, if we could prevent them from happening, we could get together well."

Prevention: three situations should be eliminated at the beginning of entrepreneurship.

It is easy to cause problems for "dry stocks"; the establishment of a company by others will result in loss of intangible assets; it is easy for shareholders and managers to be unable to distinguish responsibilities, rights and profits.

Perhaps, like Wang Wenjing, the four brothers of hope group, Wong Kwong Yu and other entrepreneurs, no one ever thought of splitting up at the beginning of their business. However, "different ways and different plans" eventually broke up because of their different ideals and different understanding of the company. Therefore, at the beginning of entrepreneurship, all entrepreneurs should have a clear aim and unite their goals and development directions.

"Of course, everyone has their own aspiration. Some people pursue immediate interests. Some people pursue long-term development. This does not affect everyone's starting to fight together. The key is to have a healthy and healthy system to ensure that if one day the founder leaves, the company can maintain normal operation on the one hand, and on the other hand, it can attract new people to join. " Li Jingchuan lawyer of China Rui law firm said.

However, the reality we often see is that many small businesses start to build their systems because of cost constraints. In fact, at the very beginning of entrepreneurship, it is not realistic to ask enterprises to improve all systems.

Nevertheless, in order to prevent the accident, lawyers remind entrepreneurs to act in strict accordance with the company law. In fact, the provisions of the new company law in China are still very detailed and clear. If the investment in institutional construction is limited, Fan Bosong, chief partner of Beijing Shijia law firm, puts forward three situations that must be eliminated.

The first behavior is that the company is picked up by a "big boss" A and gives others a "dry share". For example, a company with a registered assets of 1 million yuan was set up by three people. In fact, 1 million yuan was issued by A, and A gave B and C 10% "dry shares". When the company finally broke up, the so-called "dry stocks" would not understand, and it would be easy to get into trouble. On the one hand, it is a question that "dry stocks" are not recognized. On the other hand, the nature of the 10% shares of B and C is whether it is a gift or a shareholding.


The second behavior is that many companies were established by others when they were founded. After three or four years of operation, all shareholders do not know what the charter is, especially the high tech stocks. It is better to agree on the proportion of intangible assets. "I once met a case and had a brand when starting a business, but who is the brand registrant? Entrepreneurial teams don't know. As a result, the registrant went away and took away the company, which is actually the loss of intangible assets. Li Jingchuan also stressed that it is best to put everything in the worst place at the beginning of the business and make a clear decision.

The third situation is very common now, that is, many entrepreneurial SMEs have a common feature, that is, many founders have dual identities, both shareholders and managers and workers. Under such circumstances, the contradiction between the two sides often lies in the management and resolution of the resolution of the board of directors and the resolution of shareholders' meetings. "In this case, it is suggested that the relevant enterprises should learn more about the company law and find out which rights are the rights of the board of directors and which are the rights of the shareholders' Association. Besides, in the articles of association, the board of directors should also clearly distinguish the responsibilities, rights and interests of the shareholders' committee.

For the above three hidden dangers, it is best to eliminate them at the beginning of the company's establishment. "Do not make an appointment for the sake of" face ", or do not set a clear profit distribution plan in the form of legal texts. Judge Tung reminded.

Exit: written agreement first

In order to settle disputes that may arise in the future, the two sides can write clearly in the previous cooperation agreement. In addition, entrepreneurs should pay attention to improving the articles of association constantly, because once the problem arises, the court will only recognize the articles of association.

If it is a simple investment company, the responsibility of the founders is relatively simple. The risk of shareholders is the capital invested. The biggest loss is simply the loss of capital.
 

But if it is a partnership enterprise, there will be joint liability. The law firm is a typical example of partnership enterprise. Once everyone wants to take two shots, many of the brothers who started their business together hope to get together.

"In order to settle disputes that may arise in the future, the parties can write clearly in the previous cooperation agreement in terms of procedures. If there are problems and disputes, they can be negotiated and resolved first. If they fail to negotiate, they can go to court proceedings or apply for arbitration. The specific solution will vary according to circumstances. Because some people need time and others need to save money. " Lawyer Fan said.

In addition to the need for institutional improvement when the company was founded, the protection of intellectual property rights and trade secrets should be constantly improved in the course of company development. "For example, what is a service invention? What is a job? When will these intellectual property rights be counted? It can be agreed at the very beginning, but with the subsequent development, it can also be agreed before a specific behavior. In short, entrepreneurs should pay attention to constantly improving the constitution, because once the problem arises, the court will only recognize the constitution. " Lawyer Fan said.

The most direct solution to the withdrawal of entrepreneurial teams is to transfer their equity. In the company law, the transfer of share rights by shareholders can be transferred to other shareholders of the company or to shareholders other than shareholders. The transfer of shares between shareholders requires only the signing of the equity transfer agreement and delivery, without the consent of any person. The second situation is to divide a company into two companies. This is also expressly stipulated in the company law. If there is a good contract at the beginning and after the assessment is split in proportion, there will be no problem.

But the need to remind is: it is best not to "take ownership". In the actual operation of start-up companies, many shareholders often let others hold shares for themselves because of some "inconvenient" reasons. However, these operations have laid a lot of hidden dangers in the future, and it is not easy to say clearly in law. Therefore, the lawyer suggested that if it is really inconvenient, it should at least sign a private agreement with the shareholders, so as to clarify the rights, so that there is a basis for the court.