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MenuI have a good opportunity to join a startup, my role will be to design and build a MVP, so far there are 3 people involved.
The founder asked me what I wanted, I know he has has spent a lot of money so far. He told me that there is 1 other who will be holding a share. What is a fair percentage to ask for?
Answers
It really all depends on
- if your putting in any money
- How much your salary will be (market rate or lower)?
- existing investors
- if they're revenue generating
- how long the companies be around
Essentially it's the risk profile of the company that you're coming into.
If it's an idea and your coming in at the ground level and not taking a salary the 50/50.
If it's been around for a while, no investors and some traction or revenue, you'll be paid below market rate, then maybe 3-10%
If it's making money, raised some capital and your a "normal" developer (not a super star) then 1%
The key is that you ask for the Cap Table to truly understand what % of the company the type + amount of shares they're inferring equates to.
10,000 shares doesn't mean much if they have 100M outstanding.
Also, all equity should be vested over 4 years, 1 year cliff.
Dan's answer is spot on. Based on the facts in your question I would guess you're in the 3-10% range, lower if your salary is close to market. I would add that because of the 1 year cliff, having a large equity stake makes you more likely to be let go quickly if you're valuable but not as valuable as expected to the company. I would say that's largely a good thing, but based on your risk profile you may disagree.
One other comment I'd add to the other two posts (which are spot on) is make sure the terms of the equity are clearly understood. Consider both the type you're getting relative to the rest of the cap table (typically it's going to be standard founders/non-protected junk equity) and of course the valuation of the company as a whole. Unlike capital investors there won't be much you can really argue from a valuation standpoint but knowing what (and importantly how) they define as the companies total value will help you understand where your money will be going next and how likely they are to succeed at progressing (30% of 0 is still 0 after all.)
Here are some considerations to help you assess a fair percentage:
1)Evaluate the extent of your contribution to the startup's success.
2)Research the market standards for equity allocation in startups within your industry and region.
3)Remember that equity allocation is negotiable.
4)Assess the time and effort you will invest in the startup.
Ultimately, the decision should reflect a balance between your contribution, market standards, and success of the startup.
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How do you structure a small business with one partner as investor and another in charge of operations?
What you're asking is very complex and to me 2% to 4% seems like a terrible ROI. There is a lot of information that needs to be provided to determine how to structure the deal and if it's even a good deal. Are you getting equity (a part of the ownership of the company) for your investment? If yes, how much (%)? Is the company valuation realistic? Is the company established and having sales or is it just starting out? Simple example: If you're investing 250k $ and the company has a realistic pre-money (before your money is invested in it) valuation of 1 Million $, you should be getting 25% in terms of equity. Of course things aren't that simple in reality but it's a good rule of thumb. - If I was to go ahead, how should the business be structured? This is hard to answer without more information. In general you should seek to have both equity and decision making power if you're investing into a business, if you want to be an equal partner you need both equal equity and power. Especially if it's in an early stage or if you're investing a significant amount of money. Which to me seems to be the case. How you'll specifically structure the business depends on the area in which the business operates in ex. software, manufacturing, sales, consulting etc. - What are the steps I can take to protect my investment? A lot of research and consulting into how these kinds of investments are usually done. You should obviously have a specific contract drafted by a lawyer as well which denotes the terms of investment. - How should any potential net income be shared if the proposer does not invest a single penny? Depends on what else is the proposer bringing to the table. Maybe other resources, machines for manufacturing, their network, blood sweat and tears, or whatever has a determinable value. Of course you need to figure out if what they're bringing to the table is of equal or more value to the money you're bringing in. - What are the pitfalls of such an arrangement? Also depends on the details. Some are: -> Giving the partner all the decision making power, "Trust is a terrible criteria for investment" -> There's always the risk of the company failing of course. -> If you don't draft specific contracts on what you're getting for your investment chances are you'll be getting very little I would suggest reading up/researching on investing into businesses (or start-ups), there are established procedures and contracts that are often used when investing.ES
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Term sheet is to be signed. In order to determine equity for my investors, what step-by-step approach for valuating the company would you recommend?
The first question cannot be answered as asked. The starting point is agreement on how the investors are to get their money back. Neither you nor your attorney should attempt to value the business. Who you turn to depends on the business itself. There are norms available even for pre-revenue firms but usually not term sheets for specific transactions.PK
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