
How should I structure a partnership agreement? - zviband
I'm sure there are a lot of entrepreneurs out there who have experience with this, and many others who are looking to do the same thing.<p>I have built up a complete application myself, no funding/company, etc. I am bringing on a co founder who will help make this a reality. I'm willing to go 50/50 with him. But, as we've both discussed, we need to create some type of agreement (pre company formation/stock/etc) that protects me so if he can't just walk away with 50% of the company and do none of the work. How should this be set up?
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gigamon
You don't need a lawyer. You need common sense.

Why do you think you need to give someone 50% of YOUR company? Is your product
ready? How much more work will it take before you are ready for revenues? And
when you are ready, how long will it take before you generate enough profit
(not sales) that can support two full-time employees? Is this person an
employee or a co-Founder? Are you giving this person 50% because you cannot
afford to pay salary and are you giving this person 50% because you need his
intellectual contribution in addition to effort? Or are you just looking for a
companion? And if this is a co-Founder, will you need still outside funding
(VC or angel) once the person joins you?

In other words, lawyer cannot protect you if you don't know what you want.
Work the problem backwards. Think about building the company and not the
product. Focus on what the company would look like six months from today, two
years from today, five years from today and then think about how to get there,
with or without this new partner/employee.

Think about these questions first and then worry on the legal details.

\--Denny--

Denny K Miu

<http://www.lovemytool.com/blog/startup-for-less.html>

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zviband
Thanks for the perspective. I believe I've done it backwards, in that I know
what skills I have and lack, and what this partner can bring to the table. To
me, it's entirely worth splitting the company, as they'll do the lion's share
of bringing it to market. What I am interested in is what needs to be put in
writing to ensure that I am not giving away half the product, but actually
splitting the work, capital required, etc. If I should go straight to a
lawyer, then Ok :-)

~~~
gigamon
OK, got it.

I am going to assume that you want some kind of legal protection in terms of
liability. In other words, you don't want to do this as a general partnership,
but as a corporation or sort so that as you move forward, there is no way that
anyone can go after your personal property. In that case, I would suggest
forming a LLC, as I have discussed in another post.

<http://news.ycombinator.com/item?id=72291>

Then, you just need to take a piece of paper and write down that going
forward, you each own 50% of the LLC which encompasses all existing and future
intellectual properties. By the way, I am really against giving away 50% since
you have obviously put in a lot of effort in already but if that's what you
want, you have the right to do so.

Then you price the LLC at some nominal value (say $500) and each of you write
a check for $250 to buy 50% of the LLC. Then on the same piece of paper, you
write down that the shares that each of you own (say 2,500 shares for $250)
are subjected to a re-purchase agreement (which is the same as vesting but
vesting applies only to options).

The idea is that you have the right to re-purchase the shares from your new
partner at the original price at anytime. But part of the shares will be
released from this re-purchase agreement either based on milestones or on time
of service (four years, e.g.).

The reason that I don't suggest that you go to the lawyer right away is that
you need to have this discussion with your new partner one-on-one and with
plain English. And it is amazing how much you learn about the person going
through this process. Going the lawyer will just put the two of you in an
adverbial position from day one which is no way to build a team.

Once you work out everything in English, you can always bring in a lawyer (or
not).

If you are still with me so far, then I can discuss the other issues. And
there are lots.

\--Denny--

Denny K Miu

<http://www.lovemytool.com/blog/startup-for-less.html>

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skmurphy
Don't do 50-50; do 51-49 so there is a clear majority partner. It can be you
or the other person but you need a way to avoid deadlock. You can involve a
third person and go 49-49-2 so that you have a tie-breaker (or
49.99-49.99-0.02). Packard was 60% and Hewlett was 40% as an FYI.

The advice to do a vesting schedule (or a buyback/unvesting) is also good. You
need to look beyond just this one person and think about what other "hats" or
capabilities you are going to need to achieve your objectives. You may want to
setup an option agreement. But you are going need to create some kind of
company, and should consult with an attorney.

Denny Miu's advice to reach a "meeting of the minds" first and expressing it
in plain English is spot on, don't rely on an attorney to help you reach an
agreement with a partner, rely on an attorney to point out risks and issues
that you may not have considered (e.g. setting up a buy-sell agreement).

Many more companies fail from a lack of customer development than product
development so finding a partner who can help balance your strengths and
offering them a substantial chunk of equity is not unreasonable.

I hope this helps./SeanM <http://www.skmurphy.com>

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pg
The thing you want is called vesting.

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ALee
You don't need a lawyer. I suggest an LLC with vesting. Just look up online
for different types of company structures.

I have a little thing we got from Nolo press (nolo.com- the centrla cheap
legal document hub), which was an original operating agreement. We have a
3-year vesting on the agreement that you can use and if he walks, he gets a
small amount, but I would also build into the agreement an attachment for
rights and responsibilities. We had one partner who was not performing and we
had to include an addendum so that if people were not performing, bad stuff
could happen. Just send me an e-mail.and I'll pass the doc over.

FYI, the number one thing that all CEOs regret is not getting rid of people
who don't belong earlier. So make sure that this person you're hiring on is
worthy.

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SamanthaG
Hi,I'm a lawyer (in the UK) and you do need a legally binding agreement in
place to protect you. I'm sure someone at Y combinator can recommend a decent
lawyer over there. You should not have to pay a great deal for this, but it is
best to have it done professionally so that in the worse case scenario (that
you guys fall out with each other), you're legally sorted from the outset. Its
probably not a good idea to try and do this yourself. I do mean that sincerely
and not in a patronising way at all, you want to be able to focus on your
start-up and not be worrying about what would happen if things went wrong.
Good luck.

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ajkates
So, you built an application by yourself, with no funding or help,and you're
willing to give up 50% of the equity just like that?

I'd also recommend seeing a lawyer. Additionally, a partnership may not be the
best idea if you don't know and trust this second co-founder. I'm no lawyer,
but it sounds like an LLC might be a better choice. You can vest his shares
over a time period that you feel is appropriate, and include a clause in the
operating agreement that discharges him if he fails to perform the duties
required of him.

Again, I'd go see a lawyer. It's not worth the headache later on.

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zviband
Yes. I understand it may seem crazy, but here is my justification...

What I've built is a web app. That's all it is right now. But around it needs
to be built a company, a marketing plan, PR, etc. To me, bringing someone
experienced who will lead handling that on board is a necessity, because,
otherwise, I'll I have is a heap of code and some pretty JPGs.

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SamanthaG
I agree with the additional comments below, but whether you incorporate as an
LLC or set up as a partnership or carry on by yourself, if you are going to
ask someone else to join you (leaving aside the exact legal nature of your
relationship)you must protect your intellectual property rights and if you
carry on working with someone else and don't get the legals sorted there are
risks.

~~~
zviband
Thanks Samantha. My thoughts right now is to structure our relationship now,
while there really is nothing more than the product. Then, as the company
forms around it, we'll deal with the more complex legal matters later.

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electric
Please go see a lawyer. I highly recommend it to avoid a lot of pain later.

