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Tell Aaron What Happened

How should cofounders divide ownership and control?

Short Answer

Cofounders should separate economics from control. Ownership percentage, voting power, management authority, compensation, vesting, capital obligations, and rights on exit do not have to be identical. The arrangement should reflect contributions, future work, risk, intellectual property, funding, and the decisions each founder may make alone. Equal ownership can be fair, but without a deadlock process it can immobilize the company. The agreement should address underperformance, additional funding, departures, disability, death, transfers, dilution, buyouts, and disputes before the relationship is tested.


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When This Becomes Urgent

  • The founders are about to accept money or sign contracts
  • One founder contributes cash while another contributes services or ideas
  • The proposed split is equal but no deadlock method exists

What Usually Goes Wrong

  • Using percentages as a substitute for defining authority
  • Failing to vest service based equity
  • Avoiding hard conversations about departure and buyout terms

What to Have Ready

  • Contributions and future commitments
  • Role and decision matrix
  • Compensation and distribution expectations
  • Exit, vesting, and valuation proposals

What Typically Happens Next

  1. Identify the business objective, current commitments, and decision deadline.
  2. Review the entity records, contracts, approvals, and facts that control the issue.
  3. Coordinate tax, licensing, employment, immigration, or other specialized advice where needed.
  4. Document the chosen structure and complete filings, consents, and agreements in the correct sequence.

The appropriate sequence and documents depend on the entity, transaction, location, and people involved. This overview is not a prediction of process or outcome.

Also review Start a Business in Miami, the Starting or Relocating a Business to Miami hub, and the Ask Aaron hub.


Disclaimer

This is general information, not legal advice. Reading this page or contacting the firm does not create an attorney-client relationship. Requirements and deadlines depend on the facts. If your matter is time sensitive, call the firm.

Source Record

  1. Florida Department of State, Division of Corporations, official entity filing and form guidance.
  2. Governing municipality and Miami Dade County, official location, use, and local business tax guidance where applicable.
  3. Applicable Florida licensing agency for any regulated profession or activity.

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