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    newStartUp's Avatar
    newStartUp Posts: 1, Reputation: 1
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    #1

    Dec 17, 2011, 04:27 PM
    Help! I need legal advise on percentages split for new start up!
    Hey everyone.

    I am working with developers on the last phase of my internet business. I have a friend who is helping me which I consider a partner and my wife who I consider my partner as well. I have put over 10k into the company and designed and researched the whole site myself, the other two partners have helped me with support and organization, meeting right people but have not put any money in. Our developers have given us a couple options to become partners in the business. We will be incorporating C corp in Delaware next month since this seems to be the best option for raising capital. We will be looking for investors.

    My question is, I know the owner needs at least 51% to keep control of the company. That leaves me with 49% to split with everyone else. Is that how it goes? How can I split this even with everyone so that they are all happy. I also need to consider percentage for investors which I hear is anywhere between 10-30%. I'm way over my head with all these percentages. I read about debt equity, shares, but it all seems like chinese to me. Can anyone help but this in elementary terms for me? And what would be a fair share or deal to give to developers? Do they get a revenue split, equity or shares, how would this work? What's customary?

    Id like to be fair with everyone here.

    What I need are a couple examples to go by for basic normal splits. Like list below (im just dishing out numbers):

    Founder 51%
    Investor 20%
    Partner 1 10%
    Partner 2 10%
    Developers 5%

    Also, what do these numbers entail? Is this when the company sells they get that percentage? What about shareholders? Instead of giving a percentage of the company could we do percentage of the profit for say first 2-3 years? Would that be fair for developers?

    Any help would be greatly appreciated. Thank you!
    AK lawyer's Avatar
    AK lawyer Posts: 12,592, Reputation: 977
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    #2

    Dec 18, 2011, 07:44 AM
    Quote Originally Posted by newStartUp View Post
    ...

    Founder 51%
    Investor 20%
    Partner 1 10%
    Partner 2 10%
    Developers 5%
    ...
    That adds up to 96%. Who would get the other 4%?

    What's "fair" is not the issue. You should have come to an agreement before all of this was done. What you need to do now is get yourself an attorney to look at the whole thing and get all parties to sign a subscription agreement before it's cast in stone.

    And normally a corporation will reserve a subtantial portion of shares to issue to future investors. That's for future capitalization. There is normally language in the by-laws allowing present shareholders some say in the dilution of their percentage shares.
    Fr_Chuck's Avatar
    Fr_Chuck Posts: 81,301, Reputation: 7692
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    #3

    Dec 18, 2011, 08:26 AM
    And often the founder does no always have or keep over 50 percent but controls the board though having enough of the other owners agree or back them. Often the stock is so split up that a 10 or 20 percent ownership will be enough to keep control.

    But I will agree, if your investor thinks he owns 1/2 they are not going to be happy with 20 percent. And so on

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