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In an LLC, distributions need not be related to ownership shares. However, our operating agreement states that positive distributions (gains) will be based upon ownership share.

Here is my question. If the company isn't yet making enough profit to provide any given level of "guaranteed" draw, and a minimum draw is required for one owner to make personal rent payments, how does this affect equity, if at all, for the remaining two partners that must sacrifice their distributions in order for the first partner to have enough to pay rent.

e.g. Is it okay for a long term liability to be issued to the other two partners - and IOU for the distribution that should have been paid given the amount paid to the first partner?

Is it more appropriate to decrease the first partner's equity based upon uneven distributions?

If Partner A owns 50%, B owns 25% and C owns 25%, and this month partner A gets $2,000, partner B gets $1,000 and partner c gets $0, how should this be fairly reflected?

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2 Answers

It is whatever seems fair to all parties involved. You can structure it however you want, but I would shy away from proposing equity transfer based upon needing a draw. That can cause bad blood very quickly. He gets a draw right now, make it an IOU to be paid in reduced distribution if/when you hit it big.

Reducing equity right now for that partner would quickly leave him with no equity. If you are not making any money yet, your business is not really worth anything. 25% of zero is still zero. :)

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Whatever feels fair to all parties is fair game contractually. However you may want to read Forming a new software startup, how do I allocate ownership fairly?

Disclaimer: I'm no lawyer, this is not legal advice, etc.

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