Forming a new software startup, how do I allocate ownership fairly?


262

I have come up with an idea for a new social networking application. It's not something I expect to be hugely successful, but I think it does have some potential. I've approached a few close friends and colleagues, all of whom really liked the idea. A couple have offered to come on as partners to help develop the idea into a working application.

I cannot afford to pay them out-of-pocket for their time (nor do they expect that), and we're all approaching this as a project we'll do on our nights and weekends. Since I think the idea does have the potential to turn into a successful venture, I want to go ahead and solve the ownership/payment issue now before it becomes an issue. I'm leaning towards splitting ownership of the idea among the three of us, and letting that determine how any profits are split later on. Is this the right choice, and if so, what's a fair split? I came up with the idea and have already invested quite a bit of time planning it out (plus I'm sure I'll pay any incidental development expenses out of my pocket), so I feel like I should definitely have a larger share of the ownership. Is that reasonable?

I'm also trying to think of some way to reward partners based on effort. I'm not worried about someone signing on then doing nothing, but I do think it's quite possible that one (or more) of us might obsess about the project and put in significantly more effort. If that happens, I think that person should get a proportionately larger share. Any suggestions on how to structure that?

Software Partner Equity

asked Jan 22 '10 at 07:37
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Matt
1,383 points

7 Answers


458

This is such a common question here and elsewhere that I will attempt to write the world's most canonical answer to this question. Hopefully in the future when someone on answers.onstartups asks how to split up the ownership of their new company, you can simply point to this answer.

The most important principle: Fairness, and the perception of fairness, is much more valuable than owning a large stake. Almost everything that can go wrong in a startup will go wrong, and one of the biggest things that can go wrong is huge, angry, shouting matches between the founders as to who worked harder, who owns more, whose idea was it anyway, etc. That is why I would always rather split a new company 50-50 with a friend than insist on owning 60% because "it was my idea," or because "I was more experienced" or anything else. Why? Because if I split the company 60-40, the company is going to fail when we argue ourselves to death. And if you just say, "to heck with it, we can NEVER figure out what the correct split is, so let's just be pals and go 50-50," you'll stay friends and the company will survive.

Thus, I present you with Joel's Totally Fair Method to Divide Up The Ownership of Any Startup. For simplicity's sake, I'm going to start by assuming that you are not going to raise venture capital and you are not going to have outside investors. Later, I'll explain how to deal with venture capital, but for now assume no investors.

Also for simplicity's sake, let's temporarily assume that the founders all quit their jobs and start working on the new company full time at the same time. Later, I'll explain how to deal with founders who do not start at the same time.

Here's the principle. As your company grows, you tend to add people in "layers".

  1. The top layer is the first founder or founders. There may be 1, 2, 3, or more of you, but you all start working about the same time, and you all take the same risk... quitting your jobs to go work for a new and unproven company.
  2. The second layer is the first real employees. By the time you hire this layer, you've got cash coming in from somewhere (investors or customers--doesn't matter). These people didn't take as much risk because they got a salary from day one, and honestly, they didn't start the company, they joined it as a job.
  3. The third layer are later employees. By the time they joined the company, it was going pretty well.

For many companies, each "layer" will be approximately one year long. By the time your company is big enough to sell to Google or go public or whatever, you probably have about 6 layers: the founders and roughly five layers of employees. Each successive layer is larger. There might be two founders, five early employees in layer 2, 25 employees in layer 3, and 200 employees in layer 4. The later layers took less risk. OK, now here's how you use that information:

The founders should end up with about 50% of the company, total. Each of the next five layers should end up with about 10% of the company, split equally among everyone in the layer. Example:

  • Two founders start the company. They each take 2500 shares. There are 5000 shares outstanding, so each founder owns half.
  • They hire four employees in year one. These four employees each take 250 shares. There are 6000 shares outstanding.
  • They hire another 20 employees in year two. Each one takes 50 shares. They get fewer shares because they took less risk, and they get 50 shares because we're giving each layer 1000 shares to divide up.
  • By the time the company has six layers, you have given out 10,000 shares. Each founder ends up owning 25%. Each employee layer owns 10% collectively. The earliest employees who took the most risk own the most shares.

Make sense? You don't have to follow this exact formula, but the basic idea is that you set up "stripes" of seniority, where the top stripe took the most risk and the bottom stripe took the least, and each "stripe" shares an equal number of shares, which magically gives employees more shares for joining early.

A slightly different way to use the stripes is for seniority. Your top stripe is the founders, below that you reserve a whole stripe for the fancy CEO that you recruited who insisted on owning 10%, the stripe below that is for the early employees and also the top managers, etc. However you organize the stripes, it should be simple and clear and easy to understand and not prone to arguments.

Now that we have a fair system set out, there is one important principle. You must have vesting. Preferably 4 or 5 years. Nobody earns their shares until they've stayed with the company for a year. A good vesting schedule is 25% in the first year, 2% each additional month. Otherwise, your co-founder is going to quit after three weeks and show up, 7 years later, claiming he owns 25% of the company. It never makes sense to give anyone equity without vesting. This is an extremely common mistake and it's terrible when it happens. You have these companies where 3 cofounders have been working day and night for five years, and then you discover there's some jerk that quit after two weeks and he still thinks he owns 25% of the company for his two weeks of work.

Now, let me clear up some little things that often complicate the picture.

What happens if you raise an investment? The investment can come from anywhere... an angel, a VC, or someone's dad. Basically, the answer is simple: the investment just dilutes everyone.

Using the example from above... we're two founders, we gave ourselves 2500 shares each, so we each own 50%, and now we go to a VC and he offers to give us a million dollars in exchange for 1/3rd of the company.

1/3rd of the company is 2500 shares. So you make another 2500 shares and give them to the VC. He owns 1/3rd and you each own 1/3rd. That's all there is to it.

What happens if not all the early employees need to take a salary? A lot of times you have one founder who has a little bit of money saved up, so she decides to go without a salary for a while, while the other founder, who needs the money, takes a salary. It is tempting just to give the founder who went without pay more shares to make up for it. The trouble is that you can never figure out the right amount of shares to give. This is just going to cause conflicts. Don't resolve these problems with shares. Instead, just keep a ledger of how much you paid each of the founders, and if someone goes without salary, give them an IOU. Later, when you have money, you'll pay them back in cash. In a few years when the money comes rolling in, or even after the first VC investment, you can pay back each founder so that each founder has taken exactly the same amount of salary from the company.

Shouldn't I get more equity because it was my idea? No. Ideas are pretty much worthless. It is not worth the arguments it would cause to pay someone in equity for an idea. If one of you had the idea, but you both quit your jobs and started working at the same time, you should both get the same amount of equity. Working on the company is what causes value, not thinking up some crazy invention in the shower.

What if one of the founders doesn't work full time on the company? Then they're not a founder. In my book nobody who is not working full time counts as a founder. Anyone who holds on to their day job gets a salary or IOUs, but not equity. If they hang onto that day job until the VC puts in funding and then comes to work for the company full time, they didn't take nearly as much risk and they deserve to receive equity along with the first layer of employees.

What if someone contributes equipment or other valuable goods (patents, domain names, etc) to the company? Great. Pay for that in cash or IOUs, not shares. Figure out the right price for that computer they brought with them, or their clever word-processing patent, and give them an IOU to be paid off when you're doing well. Trying to buy things with equity at this early stage just creates inequality, arguments, and unfairness.

How much should the investors own vs. the founders and employees? That depends on market conditions. Realistically, if the investors end up owning more than 50%, the founders are going to feel like sharecroppers and lose motivation, so good investors don't get greedy that way. If the company can bootstrap without investors, the founders and employees might end up owning 100% of the company. Interestingly enough, the pressure is pretty strong to keep things balanced between investors and founders/employees; an old rule of thumb was that at IPO time (when you had hired all the employees and raised as much money as you were going to raise) the investors would have 50% and the founders/employees would have 50%, but with hot Internet companies in 2011, investors may end up owning a lot less than 50%.

Conclusion There is no one-size-fits-all solution to this problem, but anything you can do to make it simple, transparent, straightforward, and, above-all, fair, will make your company much more likely to be successful.

answered Apr 14 '11 at 12:44
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Joel Spolsky
13,462 points
  • Regarding **What if one of the founders doesn't work full time on the company?**, what if the founders are roommates and the one with the part time job (or whatever) is funding the housing/food/essentials for the other one? Still not a founder? So essentially there's the same risk for both in some aspects. – Joe Philllips 6 years ago
  • Greatest and the most useful post on startups I've ever seen. You made my day. – Bars Monster 6 years ago
  • Excellent reply. One question though, why do we need to split the shares among the 3,4,5 layers? Why only 50% for founders? Founders (80%) , 1st layer (10%), 2nd layer (10%). Isn't it ok? all other layers just salary employees. – Claws 6 years ago
  • After company is _established_, what if _some_ founders are working on other things(ideas/startups) too? Should his share decrease? – Claws 6 years ago
  • @claws: that's what the vesting is for. – Pmjordan 6 years ago
  • Joel is spot on, although I would highly recommend choosing your partners wisely and having a "removal" process inked in the agreement. If you're 50/50 with no clear path for removing the problem (it maybe you!) your startup can easily die on the vine. – Rj Johns 6 years ago
  • @Joel Spolsky - The only problem I have is with your non-full-time founder comment. It is perfectly possible for a founder to hold a day-job and put the rest of his time into the company. A founder can work his day job from 9-5, and then work for the startup from 5-3 (ESPECIALLY if a founder is a developer). This is no less of a risk than leaving your job; the risks are just different (personal relationships and health, rather than money and financial stability). Just my two cents. – Craige 6 years ago
  • @Joel Spolsky - "They hire four employees in year one. These four employees each take 250 shares. There are 6000 shares outstanding." Wouldn't there be 4000 outstanding? – Codeinthehole 6 years ago
  • Go up in the top right hand corner and click on that "ask a question" button and type this in the box: "What does it mean when someone says there are N shares outstanding?" – Joel Spolsky 6 years ago
  • @Joel Spolsky - Shares outstanding are common shares that have been authorized, issued, and purchased by investors. I understand now, I didn't realise 'shares outstanding' was a financial term. – Codeinthehole 6 years ago
  • -1 for "have to be full time to be considered a founder" - nope - sorry. Lots of other good content in that post, but that one is way off. – Tim J 6 years ago
  • Ok, I have slightly different situation here. I am working with a friend, there's quite a bit age difference. I am 21, and he's 32. I am completely devoted to the idea, working 15 hours a day, while he works what would be considered a 'full day job', but hardly comes near to my investment. He's married, and with commitments. I have no obligations. Do you still think that this is a fair split? – Vondip 6 years ago
  • And another issue, I have a lot of "I Owe You" pending money flow. Suppose vc money eventually does start coming in (usually needed for future growth), how do I prioritize between commitments ? – Vondip 6 years ago
  • Why do you account differently for money inputs from different sources? If one founder does not take a salary he is in effect making money available to the company in the same way an investor makes money available to the company. This money presents the same risk to the founder who is contributing it to the company that money invested in the company presents to the investor. If the company goes under, they both lose their money. Therefore, the founder who is foregoing salary has more skin in the game than the founder who takes salary. – Jay 6 years ago
  • @Joel Excellent answers! I will definitely use this information as a baseline for equity sharing with my next startup's co-founders since I'm a strong believer in fairness as a core value of these partnerships. – Nissan Dookeran 6 years ago
  • "What happens if you raise an investment" - I guess your answer assumes no employees own shares at this point. But what if you've got your 6 layers and 10,000 shares? Then the investor gets 5000 newly created shares (15,000 total, he owns 1/3) and each of the two founders with their 2500 are left with 1/6th? – Doug N 6 years ago
  • @Joel it would be great to expand your example by analyzing the situation when one of the founders leave during the 1st year, the 2 nd year, after the VC gets in etc. Should the shares vesting be bound to milestones? – Aviad 6 years ago
  • As was who has managed to do all these mistakes in the last 10 years, I am taking this answer as the canonical book for my currently under construction startup. Million thanks [but not shares:-) ] Joel! – Tzury Bar Yochay 6 years ago
  • @Craige: Agree. My personal guess is that, in entrepreneurs, the hero complex is common and drives the overall feel of the community at large. There are plenty of counter-examples, personal and on the net, to the do-or-die philosohpy some entrepreneurs hold. – Alphadogg 5 years ago
  • I have a proposal - let's turn this equity algorithm into executable source code. When you're forming a startup, you can point all of your potential partners and employees to the revision of this source code that you're going to use. Over time, people will be able to easily compare their employment opportunities, by understanding exactly how their stake would play out. Much like the various Creative Commons licenses, just a few letters would explain all of the parameters. Joel has described "Startup Equity 1.0, Vest 25/2, Split 50/10/10/10/10/10." – Matt Cruikshank 5 years ago
  • What happens if none of the founders quit their day job in the first stage before they get funding? – Orchestrator 5 years ago
  • Excellent advice. Be careful, though, with those IOUs -- if you're not exceedingly careful, they may get taxed as compensation from the moment they're created and might even incur a 20% penalty. Get a lawyer to do that and make sure the lawyer is familiar with Section 409A of the tax code. (If they give you blank look when you mention that section to them, move along.) – Chris Fulmer 5 years ago
  • @Craige, totally agreed. Here's an argument I offered in a recent discussion. The other founders were full-time, I wasn't. They believed I wasn't taking the risk at all, because I was holding on to my job. I offered a different perspective - if I quit my job and join them full-time, their risk would be half of mine - because their spouses are still working and they have health insurance, whereas I'm in the negative on both those counts. Would my share now be twice of theirs? The thing is, people readily accept arbitrary rules as long as they are in their favor. – Slowpoison 5 years ago
  • Great answer, I just feel that the employees shares number would be better translated by some kind of negative exponential distribution, instead of a rigid set of layers. – Andresp 5 years ago
  • I don't like the idea with IOU. What if you have given servers for google when they started and 5 years letter they pay you 500$ they own you? does not seems fair. you are also taking big risk, they might never pay you if they don't make it. – I Adapter 5 years ago
  • @Craige I disagree. With your suggestion, you are working 16 hours a day, which, discounting weekend work, comes to 80 hours of work a week. Can you do this for a while? Sure. Is there a high health risk from doing so, as you also point out. Definitely. There is a limit to how long you can work at this high intensity. If you are a key person (e.g. sole programmer) in a startup, you are most likely invaluable. This means that your health is paramount to the company. If you go down, the company goes down. Thus, you working so much actually increases the risk your co-founders take. Balance. – Houen 4 years ago
  • @Houen: I'm guessing you've never started a company. It doesn't matter what your position is, you're working 80 hours a week regardless of if you are full time with the company or only splitting your time. – Chris Lively 3 years ago
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45

I'm sure some folks get by with unequal splits. But I don't think it works for most partnerships. Someone will inevitably be upset because someone is getting more. Find a true spouse or two for your startup. If you can't find people that want to bleed for it like you, then go to bat without partners. Don't bring on people who just care a little now, and you care the most. Most likely that person won't give a shit down the road, and you'll be left with dead weight.

And please, please spend the time crafting a vesting agreement. DO NOT PASS GO, unless you have an agreement in place so that if a partner leaves pretty early they have to forfeit most if not all of their shares back to the company.

See a lawyer to get this done right the first time. It's worth it.

answered Jan 22 '10 at 08:52
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Nathan Kontny
1,865 points
  • +1 for getting a lawyer and doing it properly up-front. – Steve Wilkinson 7 years ago
  • +1 on formalizing an agreement. – Jeff O 7 years ago
  • Thanks for the feedback. I will look in to a vesting agreement. One thing that is different about this partnership is that we're approaching it more as a hobby-that-might-become-more as opposed to an honest-to-goodness-startup. Still, I think it's better to get this stuff out of the way now before it ever becomes an issue. – Matt 7 years ago
  • +1 for legal advice and formal agreement – Spiros 6 years ago
  • I never even knew what a vesting agreement was until a few months ago and now I can't even imagine starting a biz w/ someone else without it. – Nick 6 years ago
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27

View your startup as going to war. You will be fighting in the trenches together with the people you bring along.

See the equity split as how you divide the bullets between yourselves.

If there is any chance that one of the founders will take his bullets and shoot you in the back, he shouldn't be given any bullets in the first place.

If you believe that one of you won't use his bullets - don't bring him at all.

Everyone else, that is willing to fight with you in the trenches, bring them along and share the bullets equally.

You all bring different things to the table. You might be the one that initially brings the most. But in a few months it may turn out that someone else has skills that are far more valuable to the project.

answered Apr 15 '11 at 22:07
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Niklas
371 points
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8

This type of question been asked often and nobody ever mentions what the other partners expect. If they have given you no indication of what they want, you need to start with that discussion. They may just offer a small slice of their time on a specific aspect of this business and only want 5% or they both may want half (I'd like to be a fly on the wall for that one.).

Then I would follow Nathan K's advice and work it out the right way with a lawyer. This may scare your friends off, but better now than later.

answered Jan 22 '10 at 13:27
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Jeff O
6,169 points

7

Joel's comments are pretty good, but might be potentially a bit large considering the relative scope of many people's ambitions when starting a company.

I normally recommend considering: x% split equally for owners. y% left over for investors. z% for other employees/board members.

Splitting the z% based on seniority or risk equally isn't always the best case scenario. For instance, if I was bringing on Joel to be a board member - he might have very little risk and come in late. But if I was about to raise money, he might be a valuable partner and I could give him an extra large % comparatively to have him in the room when negotiating terms for VC money.

answered Apr 14 '11 at 22:57
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Chris Kluis
1,215 points

3

As already said there is no one-size-fits-all solution to this problem, and it is definitely case by case.

However, as it is such a common and frequent question, there are some tools based on years of discussions with entrepreneurs and co-founders meetups, startup conferences and so on.

Here are two calculators for Funding And Equity on startups:

- SmartAsset - Co-Founder These tools can provide you a starting point for your own analyses.

answered Aug 29 '13 at 13:05
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John 4d5
181 points

2

It does not have to be complicated. Use a dynamic equity split, it will determine exactly how much each person deserves. It will protect you from the possibility of someone signing on and doing nothing.

answered Jan 24 '13 at 09:27
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Mike Moyer
284 points
  • I find Mike's idea of assigning "contribution points" and only later converting them into exact slices of equity brilliant. It puzzles me why people are still breaking their heads to fix exact percent of X (with X being unknown anything between zero and infinity), when system such simple as Mike's exists. – Dmitri Zaitsev 4 years ago
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