We are 3 founders in the business. The two are working as close to full-time as we can given we dont receive a salary, we each hold 44% and 23% which leaves the last partner with 33%. He has been very inactive, partly due to contracting a severe disease (lymes) and has not been able to provide what we expected of him when we started.
The terms under which we started was that he funded the business for initial expenses which were about $60k as well as keeping the business afloat while he would actively use his connections as a former Goldman sachs employee working in VC. He would also assume position as CFO although not full-time.
We're slowly running out of money as he is not interested in adding more funds in the business as well as not actively participating in finding other sources of capital.
The two partners (myself and my partner) have been actively building the business for 1.5 yrs and have provided almost full-time sweat equity.
We have been speaking to advisors and potential investors but the immediate reaction is that the partner holds too much stock compared to his commitment and there is no interest in joining since the terms are unreasonable. What I have gathered from that is that we are overvalued, and poorly structured, which is also what we've been told.
The question is: How do we continue forward, if we cannot come to an agreement with the 3rd partner? How to restructure a company after the fact that we've been building for over 1 year. There is an operating agreement, which was provided by partner 3's attorneys, and I'm waiting to read it through thouroughly. Do we have an option to either buy him out or dilute his shares somehow. I'd prefer a fair resolution, but so far he has not acted in a reasonable way. We're quite at a loss, and not sure what to do...