I'm trying to raise a startup with three other people. The idea is to have a first prototype of the product and then seek funding. So far we have collaborated informally, but now we will go into the development phase, and we want to put on paper what each one of us want to get out of this.
The product has two distinct but complementary, easily separable parts. Each of them could be sell by itself, but we believe that what really makes the product powerful, is to have them working together.
My question has to do with the suggestion of one of the partners, which has already created a company (me and the other guys began to collaborate later). This person proposes to create a second company in which the four of us will have a stake. This second company would retain the intellectual property rights of one of the parts of the solution. The first company, the one already created, would retain the IPR of the other part, and that person would be the only stakeholder.
Finally, we would create a third company that would commercialize the products of the other two. This is the company where the money of the funding rounds will enter, and the other two companies will be stakeholders too.
I find this approach somewhat convoluted. Is it normal to do this when starting a new business? What should I consider to avoid trouble? Would it not be simpler that the three new people in the business entered the already created company instead of creating a new one?
Thank you for your answers.