Cofounder has given up and now I’m stuck with his dead equity – incorporate in new jurisdiction?

My co-founder has become discouraged with our Saas software that is at a pre-seed stage. He wants to pursue other opportunities but is not too willing to give up the 30% equity he owns, which will make getting our seed round infinitely more difficult.

Fortunately, I’ve managed to find another co-founder who believes in the product and who is willing to go dream chasing with me.

A friendship, massive naivety and inexperience led me to not having a shareholders agreement to deal with something like this with the original co-founder, and the boat to solving this amicably has passed as he is unwilling to part with his 30% unless he is paid an exorbitant fee – one which he won’t be getting.

My question is this: we are currently incorporated in the Netherlands, but the new business partner is based in Paris. If I start a new company with my new co-founder in Paris – a separate jurisdiction – will I be subject to libel claims from my original co-founder?

I will be getting legal advice I was just looking for a heads-up in advance.


  • what you intend to do is basically you want to steal things which belong to the old company in order to bring it into the new company. If I were the old shareholder and if I would have sufficient proofs, then I would most likely sue you.

  • If you wants to give up then he should give up his equity. If he brought in substancial means into the company like computers, furniture, licenses etc. He can buy him out at the value they have been brought in.

    If nothing works – create a new company. He is unlikely to sue you over this as there is no money there yet. He does not have the money, the company is not funded. If the company is funded you can fight him for long … increasing his lawyer’s costs and effectivevly push him out.

    So no problem.

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