How to allocate shareholders?

Question

Law in IT

I started developing a game service. Wrote a requirement for the project and a user story. I hired a designer, prototypes and designs were made with her. I hired a programmer and started the process of developing the functionality.

Further, I connected a person competent in the development and organization of the development team, who is ready to invest money (already invested a little) and help with his competence. Later, his brother joined, who is currently a PM in the Big Data office. He also liked the project and wants to take part in it. He suggested launching the MVP to test the hypothesis and make sure the project would work. Despite the fact that my brother and I are sure that the service will shoot, because. Although there are competitors, we have more functionality and capabilities. But the brother does not want to throw money into the project until he checks the hypothesis, but at the same time he claims a share.

It turns out that my friend and I take financial risks on ourselves, but he does not, but at the same time he also claims an equal share of the profits like us. On his part, help in the form of various acquaintances that in the future can really be useful + his competence as a PMA.

Help me decide. Am I not understanding something, or does it happen that a person without risking anything has the same right to the same share as those participants who risk? It turns out that he is like a consultant in some moments + dating, but there are no risks for him. And if the project succeeds, then he gets an equal share, if not, then he loses nothing and everything is fine with him. It happens?

Answer 1

It's not always the same. Business is business and nothing personal.
It is better to make a tripartite agreement in which to set out the specific rights and obligations of the parties (participants), the procedure for each participant to participate in a particular project, indicate specific shares and determine their size. This agreement will become the memorandum of association when establishing your LLC, in which you will be three members. At the same time, in the contract and the Charter, you can prescribe that one of you will be the general director, some commercial, some technical, or even one third-party general and accountant.
About shares:
Payment for shares in the authorized capital of the company can be made in money, securities, other things or property rights or other rights having a monetary value. So

But the brother does not want to throw money into the project until he checks the hypothesis

- it won't work.
But it will work that, let's say out of 100% for three you will have approximately: 50% - yours, 40% -

connected a competent person

, ten% -

his brother joined

for a total amount of 10 thousand rubles. Those. each of you will have to pay: 50% - 5000 rubles, 40% - 4000 rubles, 10% - 1000 rubles.
At the same time, in the future, let's say everything is flooded and you are enriched, then from the net profit you will be able to receive, according to your percentages, your share - a little joy;) your LLC has the right to make a decision on the distribution of its net profit among the participants of the company quarterly, once every six months or once a year. The part of the company's profit intended for distribution among its participants is distributed in proportion to their shares in the authorized capital of the company.
Something like this ... I
only recommend not to make template statutes, memorandums of association, etc. - is fraught with problems.

Answer 2

Where business begins, friendship ends.
Approach the issue from a pragmatic point of view. Before each decision - weigh the situation from the point of view of "what if I quit the game", "what if Vasya quits the game".
If the project is important to you, and you are also a stakeholder in it, announce your rules of the game. Others may agree or disagree, that's their right. Everyone has their own truth.
It is important to remember that if there were no agreements before, then no one owes anything to anyone.

Answer 3

But the brother does not want to throw money into the project until he checks the hypothesis, but at the same time he claims a share.

Say you don't want to wait.
Invest together, and then you will hire him, if anything (well, or not him ..).