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Chris Stuart posted a new Legal Issues thread on 4/7/2011

Question on Partnership + Revenue Sharing

I founded a business about a year ago, and recently decided to take it in a new direction. Same name and premise, yet slightly different business model. I founded the company as a sole proprietorship and have roughtly $4000 invested into it. I recruited one of my good friends who has expertise in the industry of my business and offered him a 30% stake in the company to come aboard and work with me to grow it.


My question pertains to the actual revenues and profits of the business. The business is only us two..and you could say that now, both of us are putting in equal amounts of work. The business is not making money yet, but I am preparing in case it does start to bring in revenue. Without giving specifics we cell certificates for goods. Each particular sale lasts about 10 days and then we collect payment. My friend is still currently employed full time and wants to make this new business of ours a success. He is wondering how we would handle each sale. He was implying that maybe we could share profits on each sale with ownership still at 70/30. I'm not sure how to best structure this..i mean since i started the company, should i be sharing the profits like this? I don't want to screw up our friendship, but i need an agreement that is equitable and fair for both of us. Any ideas?
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21

Rajan S. Responded on 4/7/2011


Chris,

An easy way to do it would be to pay yourself and your freind a 50/50 split of the net income as third-party consultants. This way you could keep your majority equity stake and still share the profits.
 
11

Noel Troy Responded on 9/20/2011


I agree with Rajan,

If the business stays small and there are no other partners coming in, in the long term, he should get 50% of the profits for doing 50% of the work.

I understand that he has a job and this is all you've got ...correct? If this is the case, perhaps he would agree to a 70/30 split for say 2 years until 50% of the profits is enough for you to live on, and then do a 50/50 split on a long term basis.
 
41

Ayo Sopitan Responded on 9/21/2011


Hey Chris,

Your friend's 30% stake entitles him to 30% of shareholder's equity which is defined as Total Assets - Total Liabilities. It also entitles him to 30% of net income less plowback. By definition, that's what a 70-30 sharing formula amounts to.

You have the alternative of paying yourself a salary since you are the active manager of the business. So the sharing formula becomes 70-30 of Net Income less your salary which could either be a fixed amount or preferably (in order to ensure incentive alignment), a percentage of Revenue - Expenses.

If you made $1 Million in Net income and your management salary is 10% of that. You get $100k and then you and your friend share the 900k at the 70-30 ratio. Effectively, in this scenario, you get 73% and he gets 27% but he still owns 30% of the business. You can tinker with the management salary percentage to further tilt things in your favor as long as he agrees (though you are the majority owner and theoretically and legally, you can do whatever you want).

He is aware that he owns 30% of the venture so he should not be expecting to split profits 50-50. The fact that you are doing the same amount of work doesn't mean much really. There must have been some basis for the 70-30 split (perhaps sweat equity premiums for all the work you did before he came on board and so on) so that's really how to share the net income after all expenses (including your salary).
 
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