Co-founder exit dilemma – please advise

I am part of a company with 4 co-founders. Before we incorporated, we had an MOU, that we created on Google Docs and signed. In that MOU it noted that when the company incorporates, this MOU would be dissolved. The MOU stipulated that between the 4 co-founders, we each own 25% of the company.

We then incorporated and in the articles of incorporation we are each listed as First Directors. No other provisions listed or details about split.

We have not yet done a founders agreement (e.g. vesting schedule, roles and responsibilities), no share purchase agreement, no other legal documents yet.

One of the co-founders has not been pulling their weight for months and is not taking feedback. We called a vote and got 3/4 for him to exit.

The person that got voted out agreed to leave but not without equity. He has spoken to a lawyer and that lawyer has advised him that the MOU plus articles of incorporation and the work he has done to date means he has a case for equity.

The exiting co-founder has offered to go down to 10% equity, undilutable and that he can sell it back to us at fair market value or to future investors. He has also offered 20% of profit each year be given to him in perpetuity and no equity.

Both options are unattractive to us.

The three remaining co-founders (which includes myself) believe he should get 1/4 of current company profits as exit compensation. We also believe that the MOU is no longer in effect and that articles of incorporation are not substantial enough to demonstrate equity split.

We will be engaging a lawyer some more but I wanted to get the community’s thoughts on this matter…thanks!


  • Always a tough position, and I hope this experience galvanizes the rest of leadership into a tight unit fueled by trust!

    Capital Call – every member of leadership must cough up capital in order to continue as owners

  • I’m not a lawyer, but I know something about bully partners. I almost lost 95% of my shares because of a richier partner.

    LAWYER UP. Only a lawyer will understand all details of your contracts. It can be expensive, but no lawyer is more expensive in the long run.

    Based on what you said, I’m with him. Your MOU gives 25% to him and nothing after it stated something else. Any document allow you to exit the founder? Do you have any intelectual property agreement? Can you compete with this company if all other founders exit and create a new company?

    Lots of questions. An anonymous forum will not give you the best answer.

  • How early are you ? Do you generate strong revenues ?

    I don’t live in the US (I know the legal system is much more problematic there) but I would just make a great company and ignore the guy.

    If you already make real money, offer him a one time payment and let him starve if he refuses your offer.

    Let him spend money on lawyers.

    After two years of procedures, if the court finally rules that he has to gain something, you’ll pay him. But at that time, you will have the money for it.

    Don’t waste energy on this shit, you have other problems to solve. Make a great company and all your problems will seems much smaller.

  • 1/4 company profits can be 25% non voting shares. That keeps control with company, keeps the profit distribution you want, and gives him more equity than he wants anyways.

    Make sure a lawyer gets a suitable agreement for option for the company to buy back his shares (to avoid future problems with investors) pro rata rights future share issues etc. Alternatively you could offer as a convertible note to buy out his shares which convert at priced round into non voting shares

  • The leaving director agrees to get only 10%, instead of the fair share which is 25%, but you want to rob even more from him ? This might backfire. Noone wants to invest into a company which treated earlier investors unfairly.

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