Good news is that they only have 5% of a very small business and they are not pulling their weight. My suggestion (other than talking to a lawyer): - Approach

Good news is that they only have 5% of a very small business and they are not pulling their weight. My suggestion (other than talking to a lawyer): - Approach them in person. NO emails, phone, text. Setup a lunch together. Have a frank discussion (without an accusatory tone). Something like "Hey, so I have been thinking that considering you are not able to spend time on the business, I would like to offer a buyout for your percentage. How do you feel about this ? " . Then pause and let them respond, react etc. - If they respond reasonably positive or in your favor, come up with concrete paperwork to make this happen. For private companies, valuations are always hard but work out a deal that is a win-win - If they don't respond positively, ask them follow ups like "It seems like something has to change on your end to help more with this business. What can you do to probably help more ?". Always end with open ended questions and let them respond. The reality is no matter how un-deserving you think they are, they are now part of this company and you cannot just fire them easily. You have to tread carefully. Ultimately, talk to a local lawyer who specializes in these things.