Determining Ownership in a New Business

Status
Not open for further replies.

Cerin

New Member
My jurisdiction is: Delaware/US

I'm a programmer doing some freelance contract work in Delaware. The clients are a few individuals wanting to start a small web business, and I'm basically charged with creating their entire website.

One of the caveats is that they don't have a lot of money, so one of the potential ways they want to "pay" me is with part ownership in the business. However, they only want to give me ownership after a 6-week probationary period. In the meantime, they're paying me a meager $10/hr, since they don't feel comfortable paying me too much if I'm going to become a part owner. I'm comfortable with that for now, since I'm new to freelancing and want the experience.

I realize this description probably makes me sound pretty naive, and that there's a chance they're just scamming me to get some cheap work. Since this was my initial concern, I made clear from the start that they either pay me, or provide me ownership in a legally formed company. Once the probationary period is up, their decision is to either form an LLC and document my ownership, or pay a more reasonable rate.

Unfortunately, they're still unsure how profitable the business will be, and are hesitant to invest in the registration costs to setup an LLC.

I've met with one of the clients (they live about 10 minutes away from me), so I'm relatively confident they're not scamming me. However, I'd still like to cover my bases. Is there some cheaper alternative, or way to legally document who is a member of this business and entitled to any profits it generates?
 
You could enter into an agreement that, when incorporated, you are to receive X percent of the shares of the corporation in exchange for work you have done. Or, you could get paid a reasonable wage, on the understanding that if/when the company is incorporated, you are to purchase X percent of it at Y predetermined value (effectively converting your princely wage into an ownership stake).

I don't get this whole idea, though. Their decision whether or not to form a company should be independent of your probationary period. Frankly it sounds to me like you're being scammed.
 
Thanks.

What's the best way to draft such an agreement? Is it enough to write it myself, or should I consult a lawyer? I've called a few lawyers near where I live, but so far no one's returned my call. Even if I managed to find one, how much would they likely charge?
 
Consult a lawyer. What they might charge is anybody's guess. (Mine would be a couple hundred bucks an hour for a few hours work - say, about $1000.) It may not be worth your while.

If the company is interested in having you continue to work based on this arrangement, they might wish to foot the bill to have it drafted, and you could take it to a lawyer for a legal opinion to ensure it protects your rights.
 
Status
Not open for further replies.
Back
Top