股权激励方案落地执行
十年股权整理解决方案落地实施

股权激励做得好是“留人利器”，做不好就是“合规炸弹”。以下是股权激励实施中非常常见的4个明显坑——

Well executed equity incentives are a powerful tool for retaining employees, while poorly executed ones are a compliance bomb. The following are the four most common fatal pitfalls in the implementation of equity incentives——

坑一：激励对象踩了“红线”。

Pit 1: The incentive object stepped on the "red line".

法规对激励对象有明确限制。独立董事和监事不能作为激励对象；非常近12个月内被证监会认定为不适当人选的不能纳入；单独或合计持股5%以上股东或实控人及其配偶、父母、子女也被明确排除。

Regulations have clear restrictions on incentive targets. Independent directors and supervisors cannot be used as incentive targets; Those who have been identified as unsuitable candidates by the China Securities Regulatory Commission within the past 12 months cannot be included; Shareholders or actual controllers who individually or collectively hold more than 5% of the shares, as well as their spouses, parents, and children, are also explicitly excluded.

真实案例： 某公司向200多名员工进行股权激励，结果查出25名员工压根不是公司员工——其中16人是实控人控制的其他公司的员工，9人是外部人员。非常终公司被通报批评，并收回全部所得收益。教训： 激励对象名单建议严格审核，不该给的人一个都不能给。

Real case: A company offered equity incentives to over 200 employees, but it was discovered that 25 of them were not employees of the company at all -16 of them were employees of other companies controlled by the actual controller, and 9 were external personnel. In the end, the company was criticized and all its earnings were recovered. Lesson: The list of incentive targets must be strictly reviewed, and not a single person should be given.

坑二：公司为员工“垫钱”买股票。

Pit 2: The company "advanced money" for employees to buy stocks.

《上市公司股权激励管理办法》明确规定，公司不得直接为激励对象提供贷款或明显形式的财务资助，也不得为其贷款提供担保。

The Management Measures for Equity Incentives of Listed Companies clearly stipulate that companies shall not directly provide loans or any form of financial assistance to incentive recipients, nor shall they provide guarantees for their loans.

真实案例： 某公司承诺不为激励对象提供财务资助，结果以商品采购款和广告费的名义，为激励对象提供了1400多万元的财务资助——直接被当地证监局发警示函，又被交易所发监管函。教训： 激励对象的出资建议自筹，公司一分钱都不能垫。

Real case: A company promised not to provide financial assistance to incentive targets, but ended up providing over 14 million yuan in financial assistance to incentive targets in the name of commodity procurement and advertising expenses - directly issued a warning letter by the local securities regulatory bureau and a regulatory letter by the exchange. Lesson: The funding of the incentive object must be self raised, and the company cannot advance a penny.

坑三：税务处理不当。

Pit three: Improper tax handling.

股权激励涉及复杂的税务问题。非上市公司授予员工的股票期权、限制性股票和股权奖励，符合条件的经向主管税务机关备案，可实行递延纳税政策——员工在取得股权激励时可暂不纳税，递延至转让该股权时纳税；股权转让时，按照股权转让收入减除股权取得成本以及合理税费后的差额，适用“财产转让所得”项目，按20%的税率计算缴纳个人所得税。

Equity incentives involve complex tax issues. Stock options, restricted stocks, and equity awards granted to employees by non listed companies may be subject to deferred tax policies upon filing with the competent tax authority if they meet the conditions. Employees may temporarily not pay taxes when obtaining equity incentives and defer taxes until the transfer of the equity; When transferring equity, the personal income tax shall be calculated and paid at a rate of 20% based on the difference between the equity transfer income minus the equity acquisition cost and reasonable taxes and fees, using the "property transfer income" item.

上市公司实施股权激励，个人可选择在不超过36个月的期限内缴税。但如果未在规定时间内向主管税务机关备案，将面临税务风险。教训： 税务问题不能等，方案设计阶段就要把税务合规纳入考量。

Listed companies implement equity incentives, and individuals can choose to pay taxes within a period of no more than 36 months. But if it is not filed with the competent tax authority within the prescribed time, it will face tax risks. Lesson: Tax issues cannot wait, tax compliance should be taken into consideration during the design phase of the plan.

坑四：新《公司法》带来的新挑战。

Pit 4: New challenges brought by the new Company Law.

新《公司法》于2024年7月1日正式实施，对股权激励产生了多方面的重大影响：

The new Company Law was officially implemented on July 1, 2024, and has had significant impacts on equity incentives in various aspects

出资期限调整： 有限责任公司股东需在五年内缴足认缴出资额。在制定股权激励计划时，建议考虑激励对象的出资时间是否符合法定要求。股份有限公司则采用注册资本实缴登记制，激励对象建议全部实缴所持股份对应的出资额。

Adjustment of capital contribution period: Shareholders of a limited liability company are required to fully pay their subscribed capital within five years. When formulating equity incentive plans, it is necessary to consider whether the contribution time of the incentive objects meets the legal requirements. A limited liability company adopts the registered capital paid in registration system, and the incentive recipients must fully pay the corresponding capital contribution for the shares they hold.

关联交易范围扩大： 新《公司法》扩大了关联方的范围——董事、监事、出彩管理人员的近亲属也被视为关联方。若激励对象属于关联方范畴，需按照关联交易的规定进行审议和报告。

Expanded scope of related party transactions: The new Company Law has expanded the scope of related parties - close relatives of directors, supervisors, and senior management personnel are also considered related parties. If the incentive object belongs to the category of related parties, it shall be reviewed and reported in accordance with the provisions of related party transactions.

持股平台的实缴义务： 持股平台需按照公司章程和新《公司法》的规定履行实缴出资义务。若未能按时实缴，将可能面临法律责任。

The paid in obligation of the shareholding platform: The shareholding platform shall fulfill the paid in capital obligation in accordance with the company's articles of association and the provisions of the new Company Law. If the payment is not made on time, there may be legal liability.

这4个坑，每一个都对应着真实发生过的处罚案例。 股权激励不是“想分就分”的事情，合规是底线——踩中明显一条红线，轻则罚款、重则影响公司上市进程。

These four pitfalls correspond to actual punishment cases that have occurred. Equity incentives are not something that can be easily divided. Compliance is the bottom line - stepping on any red line can result in fines or even affect the company's listing process.

持股平台的实缴义务： 持股平台需按照公司章程和新《公司法》的规定履行实缴出资义务。若未能按时实缴，将可能面临法律责任。

The paid in obligation of the shareholding platform: The shareholding platform shall fulfill the paid in capital obligation in accordance with the company's articles of association and the provisions of the new Company Law. If the payment is not made on time, there may be legal liability.

这4个坑，每一个都对应着真实发生过的处罚案例。 股权激励不是“想分就分”的事情，合规是底线——踩中明显一条红线，轻则罚款、重则影响公司上市进程。

These four pitfalls correspond to actual punishment cases that have occurred. Equity incentives are not something that can be easily divided. Compliance is the bottom line - stepping on any red line can result in fines or even affect the company's listing process.

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