Looking for advice…long post after rereading lol…lots of thought and emotion here Ive been struggling with the past week.

TLDR: Starting company, havent got C-corp yet. 33/33/33 verbal equity split amongst cofounders, Im CEO and have done 80% of the work, and financed it (small amount). Im having a hard time with splitting as CF1 has spent maybe 5 hours, CF2 is difficult to work with and a risk. Im not 100% I need one or both of them, and wondering if I should “fire” them now vs. having issues later.

I am starting a company that will manufacture widgets. I have been working on the founding/product side of this business, and I have two potential cofounders who are experts at manufacturing these widgets. Our agreement from a few months ago was to split everything equally, per lots of advice from reading, etc. It is time to found the C-corp, and I just cant yet bring myself to the equal equity split due to outstanding concerns.

CoFounder #1 - Expert in manufacturing widgets, adds a lot of credibility, and has a lot of great ideas for the rapid acceletration of widget manufacturing once a high-level of investment is secured…knows whos who in the industry. Hasnt helped much over the past few months. Has a full time job, and family including a 1 month old. Must continue “helping” until can be paid full time. In widget manufacturing, he has a career being paid salary, with zero ownership/stock in any company hes worked for (per usual in the industry), but wants to own his own business.

CoFounder #2 - Expert in lean manufacturing. Worked in the industry with CoFounder #1 about nine months. Been helping a bit, sometimes a lot, sometime not much. Does not have personality to put in front of an investor or probably customer, wont manage other employees, is a bit argumentative/bad attitude, and ultimately does not respect management and has quit multiple companies as such. Has only ever respected CoFounder #1 as a manager. So far, he has really helped to push me along and once funding is secured and we’re building the facility, would do a lot of the tasks needed. Is a great problem solver. We’re best friends for 15 years, so this is tought, but hes reasonable enough to understand we wont work well together.

Cofounder #3 - me - agreed CEO - I’m an expert in the widget itself as a product, the industry from the sales side (not production side), and the customers. I have experience in this phase through fundraising, and managing teams to produce customer facing products. I have done 80+% of the work so far including securing a couple hundred thousand funding (havent accepted it) which should get us through a pre-sales campaign. The next few months another 80+% of the work falls on me. I have personally finaced everything so far - about $3k (not incuding hours, etc) so not too bad, but ultimately the product and the company dont survive without me. I have the angel and VC contacts to needed to raise a Seed round post pre-sales.

Now, I ask myself - does the company survive:

Without CoFounder #1? Would be tough later. He adds a ton of legitimacy, especially when we’re going for Seed funding. He is an industry expert and would be very hard to replace. But, needing full time pay, he does not add much value from here through seed funding. Hes probably better off to have a smaller portion of lower risk, higher value company post-seed IMO.

Without CoFounder #2? This is tough, but the past few days i think the answer is can survive without him, and might be better off in ways. Hehelps in the near term to push me, and help produce our operational plans and such we need for actual manufacturing, but ultimately is risky and I could hire someone else to do his work later.

Is it worth jeopardizing my relationship with CF#2? I dont know. I thought I could manage it/him but if were already having issues at this stage - his personality probably does not lend it to getting better.

Without me? No. Dead.

Does the company succeed faster with them? Yes.

Does the company fail slower without them? Probably not - we do not need high sales #s in the first year or two to validate the business.

My current idea which is going to absolutely suck, and possibly scare them both away, is:

Offer CoFounder #1 an advisory role which turns in to full time paid position with more equity (maybe up to 5%) upon seed funding. I have struggled for weeks now understanding why he should own 1/3 of something he doesnt really help to build from $0 to $5/10m valuation (happens after 5-10 presales, I already have 1-2 committed).

Pay CoFounder #2 for his work to date (lets say 60 hours hed be very happy with $1-2k) and go our separate ways for now, hoping he wants to help out for specific paid contracts, and revisit for full time upon seed funding (and still be my friend). We do work well together in person and he would be helpful, but I think is replacable at any time.

How would the company succeed without them?

The company could contract manufacture the widget - this is common in the industry as well - and do final assembly on our own - unskilled. Production capacity would be slower, costs would be higher, etc - but that would be okay for first couple years anyways.

As an alternative, they could start a contract manufacturing company, and this company could fund it, with this widget being the first product they produce. Then they have some autonomy, and can contract manufactuer with others, which in turn grows the investment grows as well. So its a bit of a hybrid, and very much a viable, investable business model, while keeping them in the loop from my end and doing the work they would already have to do for me anyways. A “contract manufacturing business” just is not sexy - youre not selling investors a dream like the widget does - and they dont have the ability to raise funds for it which this company could provide. Would be a complex ownership/pricing situation between companies.

Am I being dumb, greedy, overprotective of “my baby”, etc? What qustions am I not asking/ what am I not thinking of?

Thank you for listening, even just typing this out has helped me a bit, and hearing your advice/POV will help more. This has potential (I have investors constantly talking to me about wanting to invest). The market is there, the product fills a need, and Im confident we’ll make sales. Its not easy, its going to get harder (although some $ will help make it easier to hire stuff), and theres a lot I need to learn to lead it and give the best chance of success.