How Do I get my Co-Founder to Leave?

13 points by JosephPitt ↗ HN
Hi there,

I developed my business myself & spent ~$3k of my own funds. When my website was 95% complete, I got one of my friends, Zake* to create my logos about a month before we went live. We agreed that I’d pay Zake $300 for the logos. Zake changed their mind & said I should rather give them 5% of my business, co-founder title & a “seat at the table”. This was 1.5 years ago & it was their initial offer, I didn’t negotiate with them.

We didn’t sign any type of contract at all (bad idea, I know). We verbally agreed that Zake would a) post on social media 5 days a week b) do our SEO c) update the website images once a month, minor things like changing the website banner d) make any misc documents look good (no content just aesthetics) ie our pitch deck e) attend our weekly team meetings. I pay for everything, which I think is fair.

On our website Zake is listed as a co-founder, but we have no signed contract/ paperwork whatsoever, their shares are sweat shares & they haven’t invested any money into the business.

We’ve had a lot of “almosts” but as of today we have don’t have any investors & the company is not worth much. YTD, we make about $2k - $5k in monthly revenue. Last year, we were making $0 - $1k a month. We live in a developing country, cost of living is a lot lower here.

Zake does close to nothing & I have proof of me repeatedly asking them to do their tasks. For the past 1.5 years this has been an ongoing issue with us. I have emails of Zake admitting that they don’t pull their weight & they’ll change, but they haven’t.

I want Zake to leave my business. About a week ago I sent Zake a kind email stating that it may be “best for both of us” if they leave the business. I offered Zake $750 as a severance package of sorts. They have not responded. I texted & dm’d too & no response either.

Honestly, I don’t mind negotiating with them & giving them a bit more money, I just want them gone. They don’t even attend our team meetings anymore. This whole year they’ve worked on the business for max 2 hours (team meetings included), it’s almost May.

Although they were supposed to do the SEO in September 2020, they still haven’t done it. I paid a freelancer to do the SEO instead. Other than the SEO, I’m doing all of Zake’s tasks. Literally 100%. It’s honestly not that tough. I spend max 2 hours a week doing it & I know that Zake just doesn’t care about the business, which is okay but they should just leave then.

Since I’ve been gaining popularity on my personal social media (my followers are in the 6 figures, last year it was 5 figures) our sales have been rapidly increasing & I sense that Zake is keeping one foot in the door in case we blow up, but they aren’t willing to do any of the work to help us get there. I also have a great opportunity that will make my business more money & I want to be sure that Zake is no longer part of the business before that happens, or least we should have a signed contract. This opportunity is time sensitive & I haven’t told anyone about it.

I’m thinking about sending Zake a Founder’s agreement, with cliff vesting + termination info. But I doubt they’ll respond to it, never mind sign it.

Do you all have any advice on how I can get Zake out completely & quickly? Or any general proposed next steps, especially because we don’t have a contract & they do not respond to any of my messages.

They are also one of my oldest & closet friends & I think they think I’ll never get rid of them because of that. I will though.

Thanks in advance!

24 comments

[ 3.4 ms ] story [ 71.8 ms ] thread
Buy them out.
Of course, you want to paint a despondent marketing outlook scenario then thrust an iron-clad buy-out contract for under his eager John Hancock.
He needs to grow up. This is not a grade school side project, this is real money on the line. 5% is a huge number for doing 2 hours of work YTD. Unless you have anything in writing, I’d tell him the default is he gets 0. You are in control here - he has no legal relationship to the company whatsoever
> We didn’t sign any type of contract at all

Pardon my naivety but, couldn't you just consider them out of the company? Write them off the website, stop inviting them to meetings, revoke their access/credentials/...

There is no contract, so what can they do legally?

They might "get mad" but so what? Do you think (insert your favorite famously cut-throat and successful entrepreneur) cares about that? I certainly wouldn't offer them MORE of a stake in the business out of some sense of guilt. You have no contract now, so don't offer them an actually real contract with shares, or you'll never get rid of them. A cash offer for "work for hire" done so far, even that seems generous at this point.

It sounds like they're mostly disengaged anyway. It might be a good idea to formally "fire" them just as insurance. It might also be a good idea to get the equivalent of a restraining order against an angry ex. Some paperwork that says they will not make any such claims to ownership in the future. But if there is no signed contract, no issued stock, there's nothing to make a claim on. And it sounds like they're too lazy to sue you anyway. :)

Even if you don't formally "write them off" you need to mentally cut them off and move on. It's not worth the emotional effort. Good luck with your business!

Just because there was no formal written contract signed by all parties does not mean there was no contract.
True. But Zake didn't fulfill his contractual obligations, so the contract is void. You already warned him, so he is out.
But Zake, can still create expensive and time-consuming lawsuit depends on jurisdiction. He can also create PR/Reputation problems that could be hard to mitigate.

The right approach would be a combination of law in your country and your knowledge of Zake character. I would recommend consulting with a startup lawyer and maybe try to find a win-win situation for both of you where he can exit with face, and you can afford it.

There is no contract so he isn't entitled to anything. To be on the safe side, you need to make sure that none of his work is used by the company. Eg redesign the logo. If you must use it, find a way to pay him for it. Form the company with just you and the existing IP asap.
This is a bit naive -- agreements don't require written documentation to be binding, and there are lots of indicators that an agreement existed (listing him on the website for example.)

The real problem is that this relationship (and it's unresolved status) would need to be disclosed to future investors.

The best solution is to come to a reasonable agreement with the person about exiting them with some compensation for their work that is reasonable.

Walking away entirely is definitely possible, but it exposes the company to future liability, so it's worth cleaning up properly.

Buyout. They're listed on the site, as a cofounder, you absolutely need a contract in hand stating they accepted to sell their shares.
Ask a lawyer - I know in the US, failure to hold up their end of the deal would mean you would not need to hold up yours, either. But you said you were in another country, so I have no idea what legal system you are working under. The answers could be totally different in your country.
Why are you posting on HN instead of talking to a local lawyer?

I suspect that the company doesn't actually exist. If so, start a real company using stuff that you own without him.

However, talk to a local lawyer.

What is with these 'Why are you posting on HN?' comments.

Should certain questions be in the HN FAQ?

Maybe we should have a list of questions that each commenter, personally, believes should not be posted on HN because of...'reasons'?

Competent legal advice requires knowing both the relevant law and the relevant details.

Some of the relevant details were missing and HN's readers aren't known for their legal knowledge, especially of "not EU or the US" law.

On a related note, HN is not a good place to get medical advice.

What exactly do you think is more valuable than friendship here?

Do you want to grow up to be the kind of person who is upset by the idea that a friend has things easy?

Without your friend the $3k a few years ago would probably just be gone not producing monthly revenue…and it sounds like you’re getting 95% of that: $1900 versus $100?

Decide what kind of person you want to be. The kind who never has enough or a friend.

Good luck.

Cut the shit. The guy isn't doing his part. He needs to be cut loose. "Friend" or not.
Stop waffling about. Be firm that he needs to be gone, and ask what he wants from you to accomplish that.

As part of the deal get something in writing and signed that Zake has no further interest (as in, beneficial interest, not curiosity interest) in the business and releases you and the company against future claims.

If it were me I'd talk to a lawyer about how to mitigate risk of Zake having a change of heart down the road if your business takes off. Even if there's no basis for a claim the distraction would a nuisance or at the wrong moment could scare off investors.

work with a lawyer. it seems like you need to do this anyway to stabilize the next phase of your business.

you need to put a buyout in writing with an end date (yes, with lawyers help). that way if they actually come out of their shack to cash in when you reach better growth you can point to this legal document.

i would consider to put everything in writing- your work and effort, start to omit their info from the website and products, but i would not remove their name + cofounder from things until you've issued that document with an end date and timeline of how you will terminate them from your business.

I think you need to see a psychologist before making a decision, and think back why you made the decision to not pay him 300$ instead agreed on 5%,and he also took the risks
You realize you admitted here to giving him 5%.

Many (most) people who own percentages of a company do nothing. They gave money or services at a point in time for a percentage and that’s that. No additional work required. No backsies. Treat it as a life lesson.

Good news is that they only have 5% of a very small business and they are not pulling their weight. My suggestion (other than talking to a lawyer):

- Approach them in person. NO emails, phone, text. Setup a lunch together. Have a frank discussion (without an accusatory tone). Something like "Hey, so I have been thinking that considering you are not able to spend time on the business, I would like to offer a buyout for your percentage. How do you feel about this ? " . Then pause and let them respond, react etc.

- If they respond reasonably positive or in your favor, come up with concrete paperwork to make this happen. For private companies, valuations are always hard but work out a deal that is a win-win

- If they don't respond positively, ask them follow ups like "It seems like something has to change on your end to help more with this business. What can you do to probably help more ?". Always end with open ended questions and let them respond.

The reality is no matter how un-deserving you think they are, they are now part of this company and you cannot just fire them easily. You have to tread carefully.

Ultimately, talk to a local lawyer who specializes in these things.