So I've got a startup with a three friends of mine cofounding and on board. We used to have a fourth. When we originally started and got all of our documents in order, the fourth girl received a high equity stake.
Basically, she's on the board with us, holds 25%. She doesn't hold any official position just owns common stock.
Problem is, she didn't do basically anything. Looked "pretty" but added zero to our product. She was from out of state so we barely saw her. Lots of false promises - you get the idea.
We all confronted her a few months in about her lack of motivation and she said (via email) that she'll relinquish her equity back to the company.
The problem is that she said this about six months ago! We sent her documents to sign that would transfer over her shares. Every few weeks we emailed her and she keeps responds saying that she is busy and she'll get to it or that she has to send it to her lawyer to get it reviewed. We don't know what to do, we have investors interested but they won't want to be involved with someone technically owning a high amount of equity.
We don't know what to do about this cause it sort of sounds like she's not signing it out of spite for us kicking her out. We don't want to pay her anything cause like we said she didn't do a single thing. I have a feeling that even though she said by email she's gone and she wants her shares out that that wouldn't hold up in court. Is there anything we can threaten her with? We've tried to reason with her and find out what she wants but looks like she doesn't want anything!
I don't understand why you think she should leave.
It doesn't sound like you brought her on board with high expectations -- as you say, she doesn't hold any official position. She's not your friend, so you can't expect her to act in some socially-ideal way. She's doing what she's always done; and, in return, she got something of value to her -- equity. Now you're asking her to just leave... why should she possibly do that? What do you have to offer her that would incline her to leave?
I think that you've learned a tough lesson about the challenges of starting a company and, probably, a good reason that everyone at your next startup should sit down with an attorney over a period of several days and hash out what real, effective articles of incorporation would be (good articles would have covered this possibility).
Until then, you're stuck with her owning a share of the company. I suggest you set up a bonus system to award additional shares to people who achieve things (you did authorize more shares than you issued, right? Please tell me you at least did that) and dilute her down from her 25% share to some small number that you don't care about.
Consult a lawyer. There are lots of ways to get rid of a minority shareholder:
(1) Dilute the ownership, so everybody else has, say, 10x the number of shares, then do a reverse-stock-split, so she only has a fraction of a share.
(2) Merge the company with a new company in which she isn't an owner.
(3) Sell the company's assets to a new company.
Depending on the laws of the state where you're incorporated and on your specific situation, she probably doesn't have the right to continuing ownership of the company, but she probably does have the right to fair compensation for her ownership. That's important.
Talk to your own lawyer. The fact that those things are possible doesn't necessarily mean that they're advisable.
And, in whatever company remains, make sure that ownership is subject to vesting -- i.e. continued participation in the enterprise.
Can't you just "kill" your current start up and start a new one ? With the 2 other people and almost the same goal ?