Chris J. SnookVC | Author | Multi - Exit Entrepreneur

Large breakthroughs can happen quickly. I've partnered with Clarity to solve your issues by the minute. Book quick and focused time with me below. I've navigated a ton of challenges and exploited several market opportunities in my career and can help you. Topics like e-commerce, mobile tech, Blockchain, AI and Deep tech. Billions in value created over 2 decades and over $4.5 million dollars of tough lessons scattered along the way. I'd love to help you

Recent Answers

I will leave the valuation and counterquestions about how you arrived at $10k out of this response since others have handled it. My advice would be to setup a formal entity asap (LLC or C Corp) using the resources here (FREE and thorough entity setups)

If you never plan on raising money for this and it is a lifestyle business then you can use an LLC and issue yourself 95% of the member units and your former partner 5% of the member units.

If you want to be more strategic and think you may have something that will grow into something or potential take on new investors in the future go with a Delaware C Corp and

Authorize 10m shares
Issue yourself 5m shares at par value .001 (will cost you $500 to establish the basis and you put this money into the corporate account in exchange for the shares you receive)

You then have another 5million shares for any potential option pools or future investors you need, but until issued your 5m shares represent 100% of the company undiluted.

You can either issue your former partner a warrant to purchase up to 250,000 shares of common stock at par value for a period of the next 2-3 years (you decide the runway) which would be 5% of what you have issued and outstanding.

Or you could put a 4 year vesting schedule in place whereby he has to provide certain ongoing advisory services etc and can buy the common stock today at par value like you ($25 to purchase the 250,000 shares) which would go into the corp acct in exchange for the stock certificates.
The 4 year vesting schedule means that each year he fully vests 50,000 of his purchased shares and that if he underperforms his agreed advisory role or you guys go a different direction the company has the right to buy those remaining unvested shares back from him at par value.)

In both cases you (and he) will have 30 days to file your 83B election with the IRS so talk to your accountant asap to make sure your 5m shares are registered for long term capital gains and that you won't pay ordinary income tax on the value of the shares in the future. (see

Hope some of those tips and links help you. :)

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