Partnership agreement in asymetric situation

Disclaimer: I am not a proven entrepreneur—in many ways I am in the same situation that you are in and these are the opinions that I have formed trying to find an answer. And I look forward to learning from the responses you get from this community.

I think the software company should own the code, not the consulting firm. Unless you combine the two companies and you get 1/3 ownership in the consulting business/revenue as well.

My partners and I have thought long and hard about the difference between an owner and an employee. And what we should expect from each.

Right now you are performing both roles:

•Owner: passionate, innovative, entrepreneur, visionary, self-motivated, learner, leader , loves your product

•Employee: executes on the vision of the owners, task-oriented, may or may not possess the attributes of an owner

The reason you should get 1/3 of the company is because you are owner-material, not because you are a great employee. In the meantime while you are performing both roles, you should get paid a salary for the task you perform (based on time contributed) as soon as it’s possible—this keeps you from losing motivation to perform tasks while your company is too young to add employees. If you want to keep performing the tasks then great your passion as an owner will show in each task you perform. Eventually you may have to lead a team of developers to execute the tasks that you are doing early on.

So, if the company is making money/ get investor money and you are contributing full-time hours as an employee then you should get paid more than the others who are contributing less toward tasks. You could even be generating a back-log of hours toward execution of tasks to be compensated for later when possible. But all of you should be full-time owners or your business will be in trouble. That means that in everything you do/learn in life you ask yourself how it could be applied to grow your business.

If all of the tasks on the road-map are being generated by your partners then you are not stepping up as an owner—your ideas are just as valuable as theirs. Lead the technology arm of your business and contribute to the other areas that your co-owners are leading. Learn, learn, learn and contribute.

There are reasons that some of the most talented people in the world are performing tasks for other companies—they aren’t owners they are employees.

If your software company drives leads to the consulting firm then have the consulting firm then pay the software company if the lead becomes a customer. If the consulting firm drives leads to the software company then pay the software company if the lead becomes a customer.

Both businesses should be grown separately with a unique strategy for getting customers. There can definitely be a symbiotic relationship, but it’s survival of the fittest. Don’t let the needs of one company be detrimental to the growth of the other.

Remember the disclaimer above and good luck!

Following on from csumme's answer, the ideal in my view would be to establish the three of you as co-equal partners in a single venture. It isn't uncommon for startups to use consulting to fund their product development (my first startup did exactly that) and it works well as long as the people doing the consulting don't see the consulting income as 'theirs'. (If they do, I suspect there is a more fundamental issue at play).

So, I would recommend having a single company that you split equally three ways, all sharing in the revenue from product and consulting. The only question with an equal 3-way split is who's in charge - I think you have to decide amongst yourselves who should be your notional 'CEO' and give them the final say, but in my experience, things work so much better if you can reach consensus on the major decisions.

Bear in mind that the workload will inevitably shift around once you have a reasonable product to bring to market. This will require a lot more time from your domain experts as they're often the best people to do the initial selling - they can gain the trust of prospective customers very quickly because of their expertise. This will affect your short-term revenue and will change the dynamics of your company, potentially putting a little more strain on relationships at times, but on the other hand it should also be a very rewarding time as you start to see the fruits of your labour as you bring on new customers.

The above all pre-supposes that you have a sound, strong relationship with your two colleagues - again I would argue that is a prerequisite when operating in such close quarters - time invested in nurturing those relationships is definitely time well spent.

Hope this helps.