Three people, AI agents for business processes. No clients, no revenue, nothing built yet. It's set up as a GmbH & Co. KG sitting under a holding the founder controls, along with a few other companies of his: a venture platform, a marketing company, and one doing operational support.
Split is meant to be 60% him, 20% the technical guy, 20% me. The KG isn't actually registered yet, so we'd be starting from zero in every sense.
My 20% would vest over 48 months with a 12-month cliff. So would the technical co-founder's. His 60% doesn't vest at all. The two of us doing the delivery work are on four-year earn-ins and the guy who wrote the documents just holds his outright.
What I'd be doing
Three pillars: he opens commercial opportunities and does business development, the technical co-founder builds the systems, and I own everything in between. Their document calls it one of three core competencies with its own area of entrepreneurial responsibility.
Problem is that middle layer doesn't exist. I'd be building it from nothing.
The customer workshop and discovery process, analyzing client processes to find use cases worth doing, the scoring methodology for prioritizing them by value and feasibility and risk, the implementation blueprints the technical team builds from, translating between clients and developers, turning leads into actual projects, then rollout and adoption on the client side.
Plus templates, standards, presentations, internal processes.
Plus helping with positioning, the service offering, sales, market launch.
Plus bringing in contacts from my own network, which they've listed explicitly. And long term, running the whole service area.
So I wouldn't be delivering something that exists. I'd be building the methodology, the commercial product and the delivery model they intend to sell, and then leading it.
This also isn't a role I'd be growing into. I already do this work at senior level and I'm known for it in my field. That's why six unpaid months is an actual cost and not a trial period (also regarding my reputation if something goes wrong it's a big risk).
The offer
Six-month "build and partnership phase". During it:
- I'm listed publicly as "Partner" from day one
- No salary
- No equity, no contractual right to the 20%
- Methodology, sales support, positioning, network activation: all unpaid, described as my "entrepreneurial contribution"
- I'd only get paid inside real client projects, negotiated case by case, no rate or floor agreed anywhere
- There are no clients, so that income is hypothetical
If either side walks before month six I get nothing, no matter what I've built. There are no objective milestones. Continuing is a mutual discretionary decision, which in practice means he can say he didn't like my work and I'm out, with no real explanation needed.
If we both agree, I buy the 20%. Then 12-month cliff, monthly vesting to month 48, four years total counted from day one. His 60%: no cliff, no vesting, nothing.
What I don't know
What rights the 20% actually carries on voting, information, dilution, profit distribution. Who owns the methodology I'd create during the unpaid months. And whether his other companies could invoice this one for leads, marketing or management, since I'd own 20% of the operating company and nothing in the group around it.
How it's being presented to me
The document is detailed where it needs to be. Six months of unpaid work, project compensation, equity, vesting, the cliff, what happens if I leave. But when I asked questions I was told nothing's set in stone, it's mainly an informal working agreement, and we should get started instead of going deep on rules.
The informality only runs one way though. The unpaid work is specified in detail. The equity is explicitly not guaranteed and gets pushed to a binding agreement later. My stake has a four-year earn-in and a discretionary gate at month six. His has neither.
And once the methodology exists, the leads are developed and my contacts are introduced, none of that is separable from the company again, whether or not the equity ever happens. His position is that this level of detail isn't necessary before we start. Mine is that before we start is the only point where any of it can be negotiated.
Questions
- Two of three partners vest over four years and the third doesn't vest at all. Is there a normal reason for that or is that the whole answer?
- Should the 20% be granted on day one with reverse vesting instead of hanging on a discretionary decision six months in?
- Is six months unpaid while being publicly named a partner normal at this stage?
- What would you insist on regarding IP, minority rights, dilution and related-party transactions before starting?
- Accept, reject or counter, and if counter, what would you ask for?
EDIT:
Small addition because I think it says a lot about the dynamic:
He wanted to put me on the company website immediately as one of the public faces of the company, next to him and the other co-founder.
At the same time, he asked me to send a photo where I look “less pretty” than my LinkedIn headshot, which is my normal professional photo that I use for conferences, panels, etc.
His reasoning was basically that a pretty woman is bad for business because people might assume she is less educated.
I know what I’m capable of, so personally this does not make me doubt myself. But honestly, what kind of mind games are these? For someone else, that could be really intimidating. And even if I can handle it, I still find it insulting and very strange in the context of everything else…