My answer to I want to start a company with friends. How do we divide the company among four of us?
Answer by Ken Larson:
Your equity arrangements as well as many other important factors will evolve by developing a business plan and an operating agreement as a team. The exercise will establish a road map for your enterprise and clarify your roles and contributions, making ownership decisions easier.
Develop a business plan together using the below tool kit:
Then develop the operating agreement, which is a separate document, not controlled or required by the state or the federal government, but very important to your company. It should be a simple, straightforward document you and your prospective partner(s) can draft yourselves, addressing such matters as % of ownership, how revenue will be distributed and other general matters, as well as who can commit the company in the form of credit cards, who signs checks on the company account and other administrative matters. Buying out a partner should also be covered as well as adding new members if the need arises down the road.
I have seen many enterprises fail or go through terrifically hard times due to lack of an operating agreement. The parties should sign it after a review by a lawyer. It should then be notarized and made an official part of the company file. You can download a generic operating agreement at the second, vertical, Box Net “References” cube in the left margin of the site linked below:
It is for an LLC but you could modify it for other types of corporations. You can feel free to borrow from the sample or supplement it as you see fit. It is fairly comprehensive in order to cover most business situations and there may be elements of the example you feel are not necessary.