How to Word a Profit Sharing Agreement

You're doing it wrong (unless your are not a tech startup but a partnership such as a lawfirm).

The money coming in belongs to the company, not to any individual, therefore you cannot share it the way you describe. There are two main mechanisms that you can use to share profits among individuals:

1) stock in the company: as shareholders and co-founders, you must have split the equity somehow (check http://foundrs.com for a calculator to figure that out).

2) the company can offer commissions to employees, as part of their compensation

Something in your description doesn't make sense: either you are the sole owner of the corporation, and those two other people don't own any shares. You are wondering how to bring them on-board. Or they are already shareholders, and you already had the discussion about how to split the equity.

Legal questions should be asked of a lawyer, not HN. Pay for one yourself, rather than use the corporate counsel. The concerns about culture below are separately worth considering.

1.0 All this should have been spelled out in the articles of incorporation.

2.0 If your goal is a greater benefit than the other founders, then:

2.1 The system is based on a finite pie model.

2.2 The process is inherently adversarial.

2.3 The goal is very short term.

3.0 If the concern is over distributing profits to founders rather than reinvesting net revenue into growing the value of the founders' equity then the enterprise is not a startup in the "Silicon Valley Sense".

3.1 It's more of a Lifestyle Business

3.1.1 There is nothing wrong with that.

3.2 Startups in the Silicon Valley sense are organized around creating value for founders via increases in the value of the company rather than increasing the value of their take home pay. The quintessential example is Amazon which "loses" money but becomes more valuable because a large proportion of its expenses go toward growing future revenue streams rather than toward recurring operational expenses to maintain the current revenue stream.

4.0 Your goals are consistent with everyone "lawyering up".

4.1 That's probably not a healthy company culture.

Good luck.

Are they really cofounders if you are trying to structure it this way or are they just valuable employees? If you don't trust them now it will only get worse later when real money is on the line.

That said, there are ways to structure it through stock classes like restricting the voting of their shares etc. Probably best to consult an attorney that is familiar with corporate structure and setup though.

Also you can word the profit sharing agreement and even the AOI so that any changes to the profit share require all shareholders to agree not a simple majority. This protects you all from two people icing out the third.

Assuming you really really really trust your partners, and that you completely see eye-to-eye on how future business matters will be handled and how cost structures will go as the business ramps up, use an LLC with everyone listed as a managing member. And meet regularly to make sure reality and expectations are aligned, and keep the books up to date.

This will probably still go horribly for you if you are successful. Instead what you would be better off doing, if you are launching the product alone, would be for you to have controlling interest in the entity, be the only managing member, and treat your partners fairly but ultimately be in control. This might result in a happier situation for everyone (yes including your partners).

Profit sharing is vulnerable to hollywood accounting, if you're serious go for the equity option (with proper vesting, also for yourself) dividends are all you need, otherwise expect a lot of bickering in the near future (and quite probably a falling out later on).

If you don't want these people as co-founders then of course that's another problem entirely.

1. The answer is yes. I personally think there's no such thing as 'equity in a product'.

2. You working harder than the other founders should be a salary negotiation.

3. If the company makes a profit, it should pay it out to the shareholders relative to their shares.

Can't you just pay yourself a slightly higher salary, and increase everyone's salary as the company brings in more revenue?

it seems all of it would change over time. Seems like alot of the effort going forward would be theirs. selling etc. maybe you set up a vesting schedule based on who accomplishes what. Initial customers etc.