I can only answer one piece of your question, and it's just a suggestion: agree to allocate your shares over time. Set out a schedule (say, every quarter) that

I can only answer one piece of your question, and it's just a suggestion: agree to allocate your shares over time. Set out a schedule (say, every quarter) that you'll use to decide who deserves what portion of the equity. Have guidelines around work expectations and performance goals, and include a 3rd party in your meetings if you need to. That way you can closely tie compensation to performance, and there are no surprises because each party to the agreement knows what to expect (even if you both work with 65/35 in mind). It sounds bizarre, but it's not so uncommon in practice. Case in point, a company that stands out in my mind as having adopted such an approach did so on the advisement of its legal team. >Is it common that all shareholders have to agree to sell a company or is this more uncommon? My gut tells me the need to sell is uncommon. Usually there's a buyout clause in the Operating Agreement that specifies how ownership will change in the event that one of the firm's managers leaves (or dies): http://www.docstoc.com/docs/294674/Sample-LLC-Operating-Agreement http://www.docstoc.com/docs/294674/Sample-LLC-Operating-Agre...