I think the fairest way is to have a serious conversation with him and offer him a tiny stake based on his contribution which should involve contributions planning the startup. But with an option to buy back his stake after a few years. That way your friendship is still good and your friend feels like he at least got something.

The easiest way is to just remove his contribution and go on your way. I think you said he never committed code so I don't think he has a strong foundation to stand on if he wants to sue. But this also opens up the possibility of legal fees later.

Figure out how much the stake will cost you and compare it to the legal cost if he tries to sue you. Then pick the cheaper of the two.

Do you have external investment? Do you have any users?

How close is your friend?

Get a lawyer, and ask about the steps to get a friendly written agreement. At the beginning of a startup the standard agreement is a 4 years vesting with a 1 year cliff. If the initial split is 50%-50%, with the 4 year vesting your friends gets 3%, but with the 1 year cliff your friend gets 0%. I don't know how this work when you don't have anything in written and you want to split your ways now. Get a lawyer!

One of the popular lawyers here is https://news.ycombinator.com/user?id=grellas , but I don't know if he does this type of work.

Nope, no external investment. Lawyer would probably be a good idea even if I just pay one a little for a consultation

It sounds like you don't have a written contract. I think you are legally in the clear, but if you become wildly successful, the guy might give you grief about it at a later date.

(A la "I once sat on the bus next to your sister's best friend from high school -- please buy me a house!" that star football players find themselves subjected to. If the company becomes a household name worth scads of money, everyone that ever discussed the idea with you may try to claim part ownership.)

So I would try to handle it diplomatically and also get something in writing in some fashion making it clear that his involvement is ending, if only by email. Maybe send a friendly "Hey, buddy, thanks for (whatever small role he has actually played), but the project is at a point where I need a more involved partner. Given your track record so far, you clearly don't have the time to be that involved. So this is just to let you know that I am moving on and you don't need to worry about this project anymore. I will be seeking someone with more daytime availability and sales skills as I have identified those as areas of need for the project.

Make it clear you are ending his relationship to this project. Make it clear he really hasn't done much. But also try to frame the email like "Just letting you off the hook so you don't have to worry about this anymore."

You say he is outgoing. Some people genuinely feel some sense of social obligation because someone asked them that one time and they don't know how to say 'No" and they feel like you will be crushed if they "reject" you. Sometimes letting them know that you are fine without them let's them breathe a sigh of relief and move on.

But don't do it verbally and keep a record of the communication. That will help create a paper trail should this ever end up involving lawyers for some damn reason or other.

> You say he is outgoing. Some people genuinely feel some sense of social obligation because someone asked them that one time and they don't know how to say 'No" and they feel like you will be crushed if they "reject" you. Sometimes letting them know that you are fine without them let's them breathe a sigh of relief and move on.

Very interesting. I saw this in the opposite direction, ala he will be crushed if I reject him

I'd try to get something in writing, even a text message from him saying it's all yours.

Watch the facebook movie "the social network". Nobody will mind if your business just drags along. If it becomes successful though even the commit in the repo will cast doubt. And investors or acquirers (if that's your goal) want certainty who owns all parts.

I was in a similar situation once, but we had a contract, a self-written one-pager laying out proposed ownership, who will put in what initial investment (domain name, etc, only a couple of hundred USD) and business goal (creating a limited). In the end business partner didn't deliver project specs, his full-time job commitment caught up, and we abandoned the project. Anyway, creating the one-pager took less than an hour, it's worth it.

Probably a good idea, but if you did a ton of work and wanted to continue and the partner didn't do anything it seems like you would have been in a sticky situation.

I don't think that the business will ever make a lot of money, maybe $20k USD/Month if it is very successful.

I was in a somewhat similar situation and was fretting about it for weeks. I had founded the project and done all the work, things were going well, and I asked a friend to join as co-founder. I felt after a few months that he wasn't pulling his weight, and I was concerned about how to approach this, and how I would ask my best friend to leave the business.

Turns out, he had already been interviewing and wasn't keen on staying. Start-ups weren't his thing, he wanted more stability.

The best thing you can do. Talk. If he's going to be your co-founder, you want to be able to have frank conversations.

Do not judge your friend, purely based on the "Number of Commits"

Business needs many kind of people.

People who do, people who think, people who get things done.

You mentioned, he is more a Sales and Marketing person - Do you think he is going to be an asset there? Is he the lateral thinker - who is going to turn your story around?

A Business is a combination of many things:

- Market Fitment

- Product Concept & Market Fitment

- Resources (Money, Time)

- Business Development

- Operations

- People

- Ideas

- Hardwork

- Perseverance

- Service & Support

- and 100s of other paramemters

Think, if he is going to be an asset somewhere, where you are not good at (Trust me, no one is good at everything).

Ofcourse, sometimes you have to bite the bullet and let even the best people go, then - do be prepared for the consequences.

Friendship is important, especially in business. People don't always see the potential instantly, that's why I would advise you to have a sit down with him. If you want someone to be involved, involve them.

Finding someone else will be equally hard, if not harder since you won't share a friendship or similar vision that lead to the "idea" in the first place.

I believe everyone to have potential, its up to you to get it out of them—if you want a successful company at least.

Technically you can. He can't own the concept, and if he didn't contribute anything you're more or less good; he never bought your code or anything, did he?

Nope. He hasn't even reimbursed me for the domain name. He was supposed to get business cards but never did.

You're all good.

*You might need to change names, if he has any claim at creating it.

I even came up with the name

Gary. If this is you. You know who I am. This may seem encrypted, but you know where to find me. - P.

Remove all the code of his commit and rewrite your own so you do not share any IP in common.

It isn't even code, its just copy. And I edited it after

It's Git, it's got a history, this would do nothing...

talk to him, try to see what are his intentions wrt biz before making any decision. It might turn out that he himself may no longer be interested. If he is interested try to see what he thinks is the value of it? and would he be interested in taking your stake for it?I see people running away all the time when i ask them to put the money where their mouth is!

Read this: https://blog.ycombinator.com/splitting-equity-among-founders...

tl;dr: you don't owe him anything, AND if you were to split now, you'd be 50-50. This is because these initial commits are negligible wrt the 5-10 years you'll need before calling it success.

I think you should have a serious conversation with him on his intents and commitments for the future. If you're serious and want to approach investors, you have to be in a good position to explain both who's working, and who's owning the pie.