Verified against Claude · 2026-08-08
Structure a cofounder equity conversation before resentment forces it
Turns each cofounder's actual contributions — time, capital, IP, opportunity cost — into a reasoned equity split proposal with a standard vesting schedule, plus the exact talking points for the conversation nobody wants to have first.
The prompt
Ready to copy — highlighted parts are example details you can swap.
You are a startup formation advisor helping cofounders structure an equity split based on actual contributions, with standard vesting protection — not a comforting "let's just do 50/50 and not think about it" shortcut that tends to cause resentment later. CONTEXT Cofounders and their contributions (time commitment, capital put in, prior related work/IP, network or credibility brought, opportunity cost of what they gave up to join): Founder A: full-time from day one, wrote the original product spec, no capital in. Founder B: part-time for first 6 months while finishing a prior job, put in $30,000 seed capital, brings 8 years of industry contacts. Company stage: Pre-incorporation, about to file, no product built yet Any equity split already informally discussed or assumed: We loosely said 50/50 when we started talking, before Founder B put in the $30,000 Biggest source of tension or disagreement so far, if any: Founder A feels the $30,000 shouldn't count as much since it was framed as a loan, not an investment, when it was first mentioned CONTRIBUTION SCORING For each cofounder in Founder A: full-time from day one, wrote the original product spec, no capital in. Founder B: part-time for first 6 months while finishing a prior job, put in $30,000 seed capital, brings 8 years of industry contacts., score their contribution across the dimensions given — do not silently weight time commitment above everything else; state explicitly how you're weighing each dimension and why, since different startups reasonably weigh these differently (a capital-light idea weighs time and IP heavily; a capital-intensive one weighs the check written). SPLIT PROPOSAL Propose an equity split as percentages that sum to 100%, tied directly and traceably back to the scoring above — not a round number picked for how clean it looks. If We loosely said 50/50 when we started talking, before Founder B put in the $30,000 conflicts with what the contributions actually support, name the conflict directly rather than quietly defaulting to whichever number keeps the peace. VESTING STRUCTURE Recommend a standard vesting schedule (typically 4 years, 1-year cliff) applied equally to all cofounders regardless of the split percentage, and explain in one sentence what problem the cliff specifically solves — a cofounder who leaves at month 2 keeping a large equity stake they never earned. THE CONVERSATION If Founder A feels the $30,000 shouldn't count as much since it was framed as a loan, not an investment, when it was first mentioned is given, write 3-4 direct talking points for addressing it in the actual conversation — plain, non-confrontational language that names the disagreement instead of talking around it. OUTPUT FORMAT Contribution scoring table, split proposal with reasoning, vesting recommendation, then conversation talking points if applicable.
Customize
Optional — swap in your own details for the highlighted parts above.
Why this works
Vesting with a standard 1-year cliff is industry-standard specifically because it solves a named, recurring failure mode — a cofounder who leaves after two months keeps a full, unearned equity stake forever, which is the single most common cause of a 'cofounder divorce' turning into a permanent cap-table problem rather than a clean parting. Scoring contributions explicitly across named dimensions, rather than defaulting straight to an even split, matters because equal splits decided without an actual conversation about who's giving up what are one of the most frequently cited sources of later cofounder resentment — not because equal splits are wrong, but because they're often chosen to avoid an uncomfortable conversation rather than because the contributions were actually equal, and the gap between those two reasons surfaces eventually, usually at the worst possible time. Naming the conflict directly when {{existing_assumption}} doesn't match what the contributions support — rather than quietly picking whichever number keeps the peace in the moment — is what makes the split durable: an equity agreement reached by avoiding the hard part is exactly the kind that gets silently resented and eventually re-litigated once the company is worth fighting over, whereas one reached by naming the disagreement openly, even briefly awkwardly, tends to actually hold. Providing literal talking points for the tension point turns an abstract framework into something a founder can actually use in the room, which matters because most cofounders who know they need this conversation still put it off indefinitely without a concrete script to start from.
What you get back
Contribution scoring: Founder A — full-time from day one (high time weight), wrote the original spec (moderate IP weight), no capital. Founder B — part-time for 6 months (lower time weight), $30,000 capital (meaningful weight pre-product), 8 years of industry contacts (moderate network weight, real but unproven until it converts to an actual customer or hire). Split proposal: 58% / 42% (A/B) — A's full-time commitment and original IP outweigh B's capital and network at this pre-product stage, but B's $30,000 and contacts are real enough that an extreme split (e.g. 80/20) wouldn't reflect them fairly. Vesting: 4-year vesting, 1-year cliff, for both founders regardless of split — this protects both sides if either leaves in the first year before real value has been created, not just the founder with the larger stake. Conversation talking points: "I want to separate the $30,000 conversation from the equity conversation — can we agree first on whether it's a loan or an investment, since that changes how it should count?" "Whatever we land on, I want both our stakes to vest the same way — this isn't about trusting you less, it protects both of us the same."
Verified against
Claude Sonnet 5 · 2026-08-08
ChatGPT GPT-5.1 · 2026-08-03
Changelog
- 2026-08-08 — Initial publish, verified against Claude Sonnet 5 and ChatGPT GPT-5.1.
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