What is the fair % to give to a new CTO/web developer entering in the company after 2 years the company has been incorporated (no revenue) ?

Type of shares are generally split into two: common/ordinary (depending on the jurisdiction) and preferred. The former are granted to founders and employees (most commonly as options with a right to purchase common/ordinary shares). The latter are generally issued to investors and include special rights such as liquidation preference, anti-dilution protection, etc. Preferred shares reflect the fact that the holder (investor) has paid a premium in consideration for issuance of such shares. Don't forget to consult with a lawyer.

I've been a co-founder of three ventures and have had to negotiate ownership stakes with my partners for each one. I've also conducted intellectual property diligence, as a consultant to IP/M&A attorneys, for multiple multi-million dollar software M&A deals. As Stoney said, it's a bit hard to come up with a firm number, given the number of unknown variables involved here. Also, it almost sounds like you and your product are being acquired by this larger company, while essentially selling or licensing a product you've built to this company in the process. If that's the case, you may want to speak with an attorney who's experienced in software licensing agreements and M&A. They may be able to steer you in the right direction of a valuation, as well as make sure you're very clear in what you're giving away, from an intellectual property rights perspective. Another thought that comes to mind is that if the company is providing you with a lot of support, including a salary, be prepared for them to possibly low-ball you on the ownership stake. Once you decide on an ownership stake to suggest, I wouldn't be afraid to start at the high end of your estimate, taking into account the fact that they may try and negotiate the share down quite a bit, given the financial contributions they'll be making. In my experience, investors putting money on the table typically and unfortunately don't value sweat equity too highly or fairly, when compared to cold, hard cash. Always happy to discuss further on a call and good luck!

Good Morning, Your question may appear to be a simple one. As a CPA, CGMA, and business performance expert for over 25 years now, I get questions like this from my clients often. Your options are not clear from your question, however, I will steer to you to where you need to look to determine what options are available to you: 1) Your company structure will determine some of your options. This means are you a Corp (C corp or S corp), LLC, partnership/multi-member LLC. Due to the 10% held by others, I'm sure your not a sole proprietor. 2) Any operating agreement you may have will also define more of your options. Operating agreements can hold many terms of how you operate your company, including ownership changes, so I cannot give you any advice here without knowing if you have one and what's in it, but the contents will flush out more options. 3) In the absence of an operating agreement (this is always possible) you may need to take "politically and legally prudent" steps. That means you'll need to work out any sale of your stake with your fellow partners. 4) Once you've flushed out your options available to you, you can then set the steps you need to take. 5) Your steps will need resources to help you. Business resources such as guidance on the sound business steps to take, and negotiations to conduct, while keeping your business rolling, as well as legal resources to put any agreements on paper. Because this is complex, by legal and business measures, I encourage you to call me for more accurate information to help you. I hope this helps!

The first matter for you to conclude is to agree the terms of a shareholder agreement between the two founders. This shareholders agreement should govern the management of all significant governance matters. Without this you will subject to the constitution documents of the company and local company company law. This is a standard type of agreement that any decent corporate lawyer will be able to advise you on. As the voting shares are held equally, then no major changes will be able to be made without both founders agreeing to the changes. The non-voting shares (assuming all other terms are the same) will have equal rights to financial returns (dividends and liquidation rights), but will not be able to participate in voting issues. In simple terms, you will have an equal say in the running of the company with your co-founder, but will receive 25% of the returns, while they receive 75%.

After shepherding 300 equity crowdfunding raises through our platform I'd say all of them have a higher valuation. Reason is it is the entrepreneur that is calling the shots. It is the entrepreneurs offer on their terms on an equity crowdfunding platform. Once you get outside investors involved shaping the deal the valuation will most certainly go down. Agreed it may then be more realistic as everyone believes their company is more valuable than it is. My advice? Treat early investors fairly. Money is the lubricant to get your idea into reality. Give them a fair share of the business and they will reinvest when need be.