Here's the scenario: Myself and 2 partners have been working on a project since January. Since we are all friends (mistake number 1) we orally agreed to split the future company's equity three ways with a 4 year quarterly vest and moved forward without an LLC & Operating Agreement (mistake number 2). We've made significant progress since January, but one of the partners hasn't contributed much of anything (although she thinks she has) and the other partner and I agree that we need to part ways.
We want this "divorce" to be as fair and friendly as possible. The three of us are very close to signing an Operating Agreement and forming an LLC. Should we do this first so everyone understands what happens if a member has to leave? It seems counterintuitive (and somewhat underhanded) to be signing an Op Agreement while we know we're going to part ways with one partner nearly right away. But would this better protect the remaining members? If we don't sign, would the remaining partners be exposed to legal action in the future?
I look forward to and thankful for the community's advice!