Broken entrepreneurial dream: Two people started Amazon together, but now their relationship has completely broken down! How can I protect my own interests? What should I pay attention to in the content of the share agreement?

Situation summary: Two people were partners in starting Amazon, and now their relationship has completely broken down. I am willing to withdraw and let the other party buy out my shares.

At present, I have control over my account password, mobile phone email and other information, and the withdrawal process has not been negotiated yet. The other party requires me to hand over my account password and other information first, then sign an agreement (it is also possible to sign the agreement first, but the agreement also stipulates that I must hand over my account password and other information first), and then pay money to buy out my shares.

I asked to pay first, then sign the agreement, and then hand over the information. What I thought was that if the other party asked me to hand over the information first, I would be kicked out. Even if there was an agreement, if the other party didn't give me the money, I could at most sue him, and if I won, he could be a deadbeat. This is a gamble on the probability that the other party will abide by the agreement. I don't trust the other party at all now. I can never accept this approach.

I can only accept paying first and then handing over the goods, or I can stay there for a day and hand over the goods at the same time.

1. If I really follow the other party's suggestion and hand over my account password first, with only an agreement in hand, is there a big risk?
   
2. I would like to ask experienced experts, what should I do in a situation like mine in a general Amazon partnership business? Is there any industry standard process or better solution?
   
3. If the other party does what I ask, is there anything else I need to pay attention to that I haven't thought of? When the other party transfers money to me, how can I make a note of the transfer content to ensure that it is legal and has no consequences?
   

4. What kind of agreement do we usually sign? A share transfer agreement, right? Are there any points to note in the content of the agreement? Can you provide a practical agreement template?
   

"Wonderful Reply"

enersto

Before giving a specific answer, a core point is this: Partnership Agreement/Articles of Association + Stock Withdrawal Agreement are the core to solving this kind of problems in a reasonable and well-founded manner. Any behavior that precedes the Stock Withdrawal Agreement (or violates the Partnership Agreement/Articles of Association) will put oneself in a passive position.

(1) If I really follow the other party’s suggestion and hand over my account password first, with only an agreement in hand, is that a big risk?

• To echo the premise, before reaching an agreement (regardless of the form of agreement), do not hand over account secrets or transfer assets.

  Obviously, you have lost basic trust in the other party, but when assessing the risk, you still need to think about it objectively and calmly. Based on your past understanding of this person, will he do such a thing as tearing up the agreement? This includes: what is this person's daily understanding of the rules? Has he ever done something behind your back? And so on. Based on your past understanding of this person, if you still conclude that the risk is great, then it is necessary to stick to your point of view or make some preparations.

(2) I would like to ask experienced experts, in general, what should I do in a situation like mine when doing Amazon partnership business? Is there any industry standard process, or a better solution?

• I am not a big shot, but I personally think that this issue of payment sequence is completely based on:

  
  

• 1) The degree of trust between the two parties. This should be easy to understand and you should have a firm opinion on it.

  
  

• 2) The power structure of both parties. The so-called power structure is mainly affected by the following factors: who has made the greatest contribution in this business, who has invested the most, who has more say, and who is anxious to leave. After answering these points, you should be able to know who is the dominant party in the power structure. At the same time, communicate and analyze these points to the other party. I think as long as the atmosphere is still peaceful, it should be easy to reach a consensus.

(3) If the other party does what I ask, is there anything else I need to pay attention to that I haven’t thought of? When the other party transfers money to me, how can I make a note of the transfer content to ensure that it is legal and has no consequences?

• Still being long-winded, sign the agreement first, and stipulate the order of payment in the agreement. Operations and behaviors outside/before the agreement are difficult to be guaranteed.

  
  

• It doesn’t matter what’s in the transfer notes, it’s just the equity transfer fee or something like that, but remember to keep it consistent with the agreement.

(4) What kind of agreement do we need to sign? A share transfer agreement, right? Are there any points that we should pay attention to in the content of the agreement? Can you provide a practical agreement template? Thank you very much!

• Equity transfer agreement/share withdrawal agreement are both acceptable. You still need to do your homework on the specific content, or find a lawyer. But you can pay attention to the following points:

1. It should be consistent with the partnership agreement/articles of association when you formed a partnership. That is, if the partnership agreement/articles of association stipulates an exit mechanism, it is best to follow it. If both parties agree not to follow this mechanism, then it is also necessary to clarify what the original mechanism is and what the new mechanism is that both parties agree on;

   
   

2. According to the general provisions of the Company Law, the withdrawal of shares requires the unanimous consent of 2/3 of the shareholders. Do not discuss it with only the leader, or sign it with only the leader;

   
   

3. Agree on a specific time rhythm, and clearly state what needs to be done before a certain time point;

   
   

4. The venue for dispute resolution (the court where the lawsuit is filed) must also be clearly agreed upon. If there is no agreement, and you and the other party are in different places, or he is registered in a different place, you will have no choice but to go to his place to sue. It is best to agree on a court that is closest to you.

   
   

5. If you are a registered shareholder, you must also remember to go to the Industrial and Commercial Bureau to change your equity. Another small surprise is that equity changes will be subject to tax, so you should also expect this.

Having said that, if after presenting facts and reasoning you find that you still have no choice but to follow his way of thinking, which is the path of agreement > account and password delivery > payment, you can mention something like, "If you don't pay as agreed, I will immediately call the Economic Investigation Brigade of xx (your area) and report you to the police for fraud . Their phone number is xxxx (of course you need to do your homework on this information in advance)" as a way to put pressure on the other party.

However, before you use this kind of rhetoric, you should understand that if he does not pay, the economic investigation department will most likely dismiss the case as a civil dispute . This is not a core killer and is only suitable to be used as a gambling tool.

In addition, be careful not to use means other than litigation and calling the police as a tool to pressure him to fulfill his contract, otherwise you will be accused of blackmail.

Anonymous user

1. According to the other party's proposal, you should hand over your account password first. There is only an empty agreement, which is extremely risky and will cause both money and the store to lose money. The original poster's description is that there is only an "empty" agreement. Your analysis is very clear. Even if you sue the other party according to the agreement, you will have no way to get back the money. There are so many private lending/company disputes/investment failures in the private sector. Don't even think about passing this plan;

2. Given the low level of trust between the two parties, the best way is to break up peacefully. You can get the money and leave as quickly as possible, and the other party can have autonomy over the account. The key is how to divide the money.

3. Here you have to consider how much liquid funds are on the books. As we all know, all of Amazon's money is in the goods, which are either in the FBA warehouse, floating on the sea or in the factory's account period. The money that can be moved out is relatively easy to divide. The key point is that the other party is definitely unwilling to give you the money in the store in advance (because in the end, if there are problems with the store or the sales volume of the link is unstable, those may be money that cannot be recovered). This part of the assets must be discounted, no matter whether it is 50% or 70%; another thing is the partnership ratio you agreed on before, whether it is 50-50, 40-60 or something else, this is also a matter of arguing;

4. You can find a template for the agreement online. If you don't trust it, you can ask a lawyer to issue it for you and pay some money, but don't overestimate the binding force of the agreement. The key is to get the money out as soon as possible. The money is yours only when it is in your bank account. In the early stage, it is recommended to negotiate in a friendly manner and make appropriate concessions. It mainly depends on the negotiation skills.

Sunny Old Boy

1. Everyone should take a step back and let the other party pay half of your fee first, and then hand over your email address and password.
   
2. If it is the email address you registered with, there will be no big risk even if you hand over the account information first. You can cancel the email address later, which will directly affect the store review. 3: Since you have torn your face and parted ways, there is no past friendship. Account ownership, fund allocation, store value, brand value, etc. all need to be clearly calculated.
   
3. There is no standard, it is mainly a matter of negotiation, to see who wants the store the most. After all, money can be earned if it is lost, but it is more passive if the store is lost.
   
4. When someone gives you money, of course he is more cautious than you are. He will explain the situation when he pays you.
   

5. Store ownership and subsequent store security, share transfer agreement, repurchase amount and compensation.
   

The most critical issue is the store's value. If you can make a profit of 100,000 yuan a month, or about 1.5 million yuan a year, it is not a matter of buying back your shares. You need to value the store and brand. Under normal circumstances, you need to be conservative and have more than 1 times the bargaining space and compensation.

Anonymous user

Personally, I think that in a situation like yours, where you are on guard against each other and worried about each other playing tricks on each other, I suggest that after you have signed the agreement and both of you agree on the content of the agreement, you go to the local notary office and find a lawyer or something in the notary office to have a notarized certificate made on the spot. This way, the agreement will also be backed up at the notary office. The notarization fee is not high, ranging from a few hundred to a few thousand. Basically, buying and selling houses and inheritance of property all require going to the notary office.

In this way, after your agreement is filed with the notary office, if the other party does not follow the agreement or fails to do so within the time limit, legal action will be very efficient. If you do not go to the notary office, you can also find a lawyer to do on-site certification.

When transferring money, just note the purpose of the transfer, such as payment for the value of Amazon store company shares.

This type of agreement is generally a transfer agreement for shares, business, or store profits, and you can refer to the attachment.

189284**

Hello!

1. Generally, the agreement is signed first, and then the agreement stipulates how to hand over the information and make the payment. I think you can pay and hand over at the same time after signing (you can pay in two installments), or you can ask a lawyer to be present.

2-3. There is no good way to get the other party's ID card copy, common delivery address, communication records, recordings, etc., so that there will be evidence in the real lawsuit. I don't know how much money there is. If the real lawsuit is enforced, the other party will not pay and will be restricted and lose credibility, but he doesn't care.

4. Share transfer agreement (note company assets, such as Amazon store information). The other party is really helpless. As a shareholder, you can refuse to cooperate with the industrial and commercial changes, or you can go to Amazon to complain.

Bread Lady 2024

1. First save and collect all the information about the account, it is best to make a document, confirm and check the information one by one
   

2. Calculate and confirm the share ratio and the amount of money that should be distributed so far.
   

3. Calculate the outstanding debts, wages distributed, money on the books, and money in the store and confirm and check with both parties.
   

4. All inventory (factory + road + store inventory, calculate the cost)
   

5. Organize the links for sale and new products waiting to be sent out.
   
   

After sorting out the first five points and confirming with the other party that they are correct, work out a plan, ask a lawyer to make an agreement, and both parties confirm to sign and seal it.

Anonymous user

1. Both parties sign an agreement, hand over the money and the account information
2. Don’t partner with Amazon unless you trust someone very much.

3. When handing over the account, confirm the account status and agree that you will not be responsible for the risks of the subsequent account. It does not matter whether you make a note when transferring the money. Confirming that the money has been received is enough.

4. The content of the agreement can refer to the contract agreement similar to the one for buying a service provider account.

Anonymous user • Hangzhou • 2024-08-24 15:52

Thank you very much! Amazon should never form a partnership, indeed.

White, fat and cute

This has nothing to do with Amazon or not. The account information is in your hands, and you have the initiative and bargaining chips. Once you give it to the other party first, it is equivalent to handing over the initiative and choosing to trust the other party. If the relationship is completely broken, if you are still willing to trust the other party, then do it.

Anonymous user

Bullshit, when both parties sign a contract, the contract should state the completion time of the handover, and then give the account and password. Otherwise, when signing the contract, write a time agreement for the connection account and password.

Anonymous user • Hangzhou • 2024-08-24 16:00

Thank you so much!