Co-founder with non-voting shares


I have an offer on a table to join this really exciting venture at 50/50 split as a tech co-founder but the original founder insists on issuing me non-voting shares. He worries that he will loose control of the company when we bring in the investors. He wants to maintain at least 51% of voting power after we raise Series A to have an upper hand over investors. Of course we can write protective clauses to bring back the voting power of my shares at the time of sale or Series B but is this enough to cover my butt?

Do I really care about voting power having complete control over the technical aspect of the product until we exit? Is this a healthy engagement, and what should I be worried about?

Co-Founder Equity

asked May 4 '12 at 08:44
Tech Cofounder
21 points
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2 Answers


I think he doubts your decision making skills, or he is a control freak, or he only wants your money, or he doesn't know how to do business since he's already creating a bad working environment.

If the business is 50/50 on the cash, it must be 50/50 on the responsibilities. After all who will be making the decisions for the business? What if decisions taken by him are wrong?

answered Jun 9 '12 at 01:19
489 points
  • @Zuly Gonzalez, Thanks for the edit :) – User983248 11 years ago
  • No problem :-) Thanks for your contributions! – Zuly Gonzalez 11 years ago


There are other ways of dealing with the control issue than issuing non-voting shares -- consider a voting agreement, for example.

answered Jun 9 '12 at 01:29
Chris Fulmer
2,849 points

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Co-Founder Equity