If one founder contributes the IP, should this be reflected in his shares?

質問

We want to found a startup with two co-founders. The other co-founder mainly brings technology to the table. He has been working on a software product for some time which we now want to commercialize. I have a business background so I'm not as much in charge of the technological side of our product. Should the fact that our core value only exists in the form of IP that he brought in be reflected in our shares? I'd like to know if there are some best practices or a common way of dealing with this. Thanks!

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25da12c4d3
弁理士

If he hasn't contributed any capital or equipment to the venture, I suppose his IP contributions might be the only thing against which his shares could be reflected. Equity split between two founders does not have to be 50/50: capital contributions can be different, IP contributions can be different, ability and availability to manage operations may be different, etc. Much goes into the calculus. It cannot be overstated that you two need to have an honest conversation about what value - monetary, intangible, etc. - you are each bringing to the table and what kind of effort each of you will be exerting to manage and support the business, at least initially. The relationship between founders and the business entity itself should be memorialized in a charter document for which you should consult a local corporate / IP attorney.

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