股权激励方案落地执行
十年股权整理解决方案落地实施

　　山东股权激励避坑！别再瞎搞防火墙公司，新公司法下这样做，控险又节税

　　Shandong equity incentive avoids pitfalls! Don't mess around with firewall companies anymore. Under the new company law, doing so will control insurance and save taxes

　　山东做企业的老板们，不管是济南、青岛的科技公司，还是烟台、潍坊的实体企业，股权激励和风险防控，绝对是做大做强的必修课！现在全网自媒体都在教你“做防火墙公司避风险”，可很多山东老板照着做了，不仅没隔离风险，反而把自己坑了，甚至放大了债务风险，这到底是怎么回事？今天就结合新公司法新规、山东企业实操案例，给大家唠唠山东股权激励的核心干货，重点说说防火墙公司的误区，以及正确的风险隔离方法，纯实战分享，不管是中小企业老板，还是准备做股权激励的创业者，看完都能少走冤枉路。

　　For business owners in Shandong, whether it's technology companies in Jinan and Qingdao, or physical enterprises in Yantai and Weifang, equity incentives and risk prevention are definitely compulsory courses for growing bigger and stronger! Nowadays, all the self media on the internet are teaching you how to "be a firewall company to avoid risks", but many Shandong bosses have followed suit, not only failing to isolate risks, but also deceiving themselves and even amplifying debt risks. What is going on? Today, based on the new company law and regulations, as well as practical cases of Shandong enterprises, we will talk about the core knowledge of equity incentives in Shandong. We will focus on the misconceptions of firewall companies and the correct risk isolation methods. Through pure practical sharing, whether you are a small and medium-sized enterprise owner or an entrepreneur preparing for equity incentives, you can avoid taking the wrong path.

　　先跟山东的老板们说句实在的，以前很多山东企业做股权激励、搭股权架构，都爱跟风搞“低成本防火墙公司”：几个自然人股东想做业务，经营主体注册资本要求500万，可大家不想掏这么多钱，就中间设一个注册资本1万块的防火墙公司，股东实际出资义务就1万，想着今后经营主体出了债务，最多波及防火墙公司，不会穿透到个人。

　　To be honest with the bosses in Shandong, many Shandong companies used to follow the trend in offering equity incentives and building equity structures, often creating "low-cost firewall companies": a few natural person shareholders wanted to do business, and the operating entity required a registered capital of 5 million yuan, but everyone didn't want to spend so much money. So they set up a firewall company with a registered capital of 10000 yuan in the middle, and the actual investment obligation of the shareholders was only 10000 yuan. They thought that in the future, if the operating entity had debts, they would at most affect the firewall company and not penetrate individuals.

　　以前这种操作确实可行，核心是靠注册资本认缴制，再加上监管对股东出资责任管得松，很多山东老板靠这个“钻空子”规避债务风险。但新公司法出台后，这套玩法彻底失灵了，甚至会惹祸上身！新公司法最核心的改动，就是强化了股东出资责任，不光要求注册资本实缴，还明确规定：利用空壳公司规避出资义务的，很可能被法院穿透，直接追溯到股东个人承担债务。这不是危言耸听，实务中很多山东企业已经栽了跟头，相关法院也有了不少明确判决。

　　Previously, this operation was indeed feasible. The core relied on the registered capital subscription system, coupled with lax regulation of shareholder contribution responsibilities. Many Shandong bosses relied on this "loophole" to avoid debt risks. But after the introduction of the new company law, this gameplay completely failed and may even cause trouble! The core change of the new Company Law is to strengthen the shareholder's responsibility for capital contribution. It not only requires the registered capital to be paid in, but also clearly stipulates that those who use shell companies to evade their capital contribution obligations may be penetrated by the court and directly traced back to the individual debt borne by shareholders. This is not an exaggeration. In practice, many Shandong enterprises have already made mistakes, and relevant courts have also issued many clear judgments.

　　很多山东老板就慌了：现在创业风险这么大，股权激励要做，风险也要防，不搞这种防火墙公司，还有啥好办法？其实风险不是不能防，只是老方法失效了，只要跟着新规则调整，通过合理的股权激励和股权设计，就能最大限度隔离风险，还能兼顾税筹优势，尤其适合山东的科技企业、实体企业。

　　Many Shandong bosses are panicking: with such high entrepreneurial risks now, equity incentives need to be implemented, and risks need to be prevented. If we don't have this kind of firewall company, what other good ways are there? In fact, risks are not impossible to prevent, it's just that old methods have become ineffective. As long as we follow the new rules and adjust through reasonable equity incentives and equity design, we can isolate risks to the maximum extent possible while also taking into account tax financing advantages, especially suitable for technology and physical enterprises in Shandong.

　　结合我服务多位山东企业家的经验，股权激励中的风险防控，核心就3点，记好就行：不影响个人及家庭资产、不波及公司核心资产、不牵连名下其他公司。这3点做好了，股权激励才能放心做，企业才能稳步做大，还能契合山东本地的政策导向，比如科技企业的股权激励税筹优惠。

　　Based on my experience serving multiple entrepreneurs in Shandong, the core of risk prevention and control in equity incentives is three points that need to be remembered: not affecting personal and family assets, not affecting the company's core assets, and not implicating other companies under my name. If these three points are done well, equity incentives can be implemented with confidence, enterprises can steadily grow, and they can also be in line with the local policy orientation in Shandong, such as tax incentives for technology companies.

　　先说说第一点，隔离个人与家庭资产风险，这是山东老板最关心的。如果你的企业能做到注册资本全部实缴，没有未实缴的部分，其实自然人直接持股完全没问题——不管是自然人股东还是公司股东，都承担有限责任，而且自然人直接持股，未来分红、转让股权时，在税负上更有优势，这一点对山东中小企业来说，能省不少成本，也契合当前山东股权激励的涉税政策导向。

　　Let's talk about the first point first, which is to isolate personal and family asset risks. This is what Shandong bosses are most concerned about. If your company can achieve full paid in registered capital without any unpaid parts, it is actually not a problem for natural persons to directly hold shares - whether they are natural person shareholders or company shareholders, they all bear limited liability, and natural persons holding shares directly will have an advantage in tax burden when distributing dividends and transferring equity in the future. This can save a lot of costs for small and medium-sized enterprises in Shandong and is also in line with the current tax policy orientation of equity incentives in Shandong.

　　要是经营主体注册资本太大，短时间内没法实缴，也能搭防火墙公司，但有个关键前提：千万别让防火墙公司和经营主体人格混同！也就是说，两家公司的资金、人员、业务必须完全独立，不能共用账户、混用员工，也不能交叉开展业务，否则法院会直接穿透防火墙，让股东个人承担债务，这道“防火墙”就彻底成了“绊脚石”。

　　If the registered capital of the operating entity is too large to be fully paid in a short period of time, a firewall company can still be established, but there is a key prerequisite: do not let the firewall company and the operating entity have the same personality! That is to say, the funds, personnel, and business of the two companies must be completely independent, and cannot share accounts, mix employees, or conduct cross business. Otherwise, the court will directly penetrate the firewall and make shareholders personally bear the debt, and this "firewall" will become a stumbling block.

　　再看第二点，隔离公司核心资产风险。很多山东老板做股权激励时，习惯把所有“鸡蛋”放在一个篮子里：经营主体既签合同、跑业务，又持有厂房、土地、专利等核心资产，一旦发生合同纠纷、安全事故，核心资产就可能被拍卖抵债，多年经营付诸东流，股权激励也会半途而废。

　　Looking at the second point again, isolate the core asset risks of the company. Many Shandong bosses are accustomed to putting all their "eggs" in one basket when doing equity incentives: the operating entity not only signs contracts, runs business, but also holds core assets such as factories, land, patents, etc. Once contract disputes or safety accidents occur, the core assets may be auctioned off to offset debts, and years of operation will be in vain, and equity incentives will also be abandoned halfway.

　　正确的做法是拆分架构：把不动产、专利、设备等核心资产，放进专门的资产公司，这家公司不招人、不签业务合同，只做一件事——把资产租赁或授权给经营主体使用；经营主体负责招人、做业务、承担债务风险，同时开展股权激励，绑定核心员工。这样一来，就算经营主体出了问题，资产公司也不会被牵连，核心资产保住了，股权激励也能正常推进。

　　The correct approach is to split the structure: putting core assets such as real estate, patents, and equipment into a dedicated asset company, which does not hire or sign business contracts, but only does one thing - leasing or authorizing assets to operating entities for use; The operating entity is responsible for recruiting, conducting business, and assuming debt risks, while also implementing equity incentives and binding core employees. In this way, even if the operating entity encounters problems, the asset company will not be implicated, core assets will be preserved, and equity incentives can be promoted normally.

　　第三点，隔离名下其他公司的风险，这一点新公司法出台后更重要！新公司法新增了横向人格否认制度，简单说就是：如果你名下有多家公司，只要其中一家出了债务，就可能波及其他所有公司，尤其是做多元化经营的山东老板，风险极大。

　　The third point is to isolate the risks of other companies under one's name, which is even more important after the introduction of the new company law! The new Company Law has added a system of horizontal personality denial, which means that if you have multiple companies under your name and one of them goes into debt, it may affect all other companies, especially the diversified Shandong boss, with great risks.

　　应对方法也很简单：做横向物理隔离，不同业务板块（比如生产、销售、研发），分别设立独立子公司，彼此没有股权关联，统一由顶层控股公司持有，或者分别设立不同控股主体，重点是财务必须独立核算。比如山东的房地产企业，都会给每个楼盘设独立运营公司，项目失败了直接注销，把风险锁定在单一项目，不影响主营业务和股权激励计划。

　　The response method is also simple: establish horizontal physical isolation, separate independent subsidiaries for different business sectors (such as production, sales, and research and development), with no equity relationship between them, uniformly held by the top-level holding company, or set up different holding entities separately, with the focus on independent financial accounting. For example, real estate companies in Shandong will set up independent operating companies for each building. If a project fails, it will be cancelled directly, locking the risk in a single project without affecting the main business and equity incentive plan.

　　最后提醒山东老板们，这些方法看似简单，实际操作起来很复杂，尤其是涉及资产转让、税筹规划时，比如资产公司和经营主体拆分，不同拆分方式，税负可能天差地别，这也是山东企业做股权激励时最容易忽略的点，很多企业就是因为没做好税筹，白白多花了不少钱。

　　Finally, I would like to remind Shandong bosses that these methods may seem simple, but they are actually very complex to operate, especially when it comes to asset transfer and tax planning, such as splitting asset companies and operating entities. Different splitting methods may result in vastly different tax burdens, which is also the most easily overlooked point for Shandong enterprises when doing equity incentives. Many enterprises have spent a lot of money in vain because they did not do a good job in tax planning.

　　总结一下，山东股权激励，别再盲目跟风搞低成本防火墙公司了，新公司法下，合规才是底线。通过“实缴出资+规范架构+业务拆分”，做好三层风险隔离，既能规避债务风险，又能兼顾税筹优势，还能让股权激励真正发挥作用，绑定核心人才，助力企业做大做强。

　　To sum up, Shandong's equity incentives should no longer blindly follow the trend and become low-cost firewall companies. Under the new company law, compliance is the bottom line. By implementing a three-layer risk isolation approach of "paid in capital+standardized structure+business separation", we can not only avoid debt risks, but also take into account tax financing advantages, and truly leverage equity incentives to bind core talents and help enterprises grow and strengthen.

　　山东的老板们，股权激励不是简单的分股权，更是风险防控和企业长远规划的结合，尤其是在新公司法的新规下，找专业人士做好一事一议的规划，才能少踩坑、不亏本，让股权激励成为企业发展的“助推器”，而不是风险的“导火索”。

　　Shandong's bosses, equity incentives are not simply about dividing shares, but rather a combination of risk prevention and long-term planning for the enterprise. Especially under the new regulations of the Company Law, it is necessary to seek professional experts to plan each matter carefully in order to minimize pitfalls and avoid losses, making equity incentives a "booster" for enterprise development rather than a "trigger" for risks.