How do I structure a startup when I have a non-technical co-founder and a technical one, so the entity and equity reflect real ownership?
The short answer
The entity structure is identical regardless of who codes; what changes is how you document contribution and protect against imbalance. Both founders get common shares, both vest on the same 4-year, 1-year-cliff schedule, and both sign IP assignment so the code and the brand belong to the company, not to whoever built them. Resist the instinct to give the technical founder a huge premium 'because they build the product': early-stage companies die from lack of customers as often as lack of engineering. Write roles and decision rights into the founders' agreement so 'who owns product vs sales' is never a fight later.
Go deeper, your way
3 hand-picked resources, 3 link-checked. Pick how you want to dig in.
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Why we picked it
YC's counterpoint is worth hearing precisely because it pushes back on being stingy: if this person is a real co-founder doing years of work ahead of you, generosity buys motivation across a four-year vest and prevents resentment. Read it against your traction story to decide honestly whether this is a true co-founder (lean generous) or an early employee wearing the title (grant, not founder equity). It is also the canonical source on why a one-year cliff and four-year vesting are non-negotiable.
Why we picked it
This is the tool for the exact fight you are having: it scores each founder across Idea, Business Plan, Domain Expertise, and (crucially) Commitment and Risk, then hands you a number. Demmler states plainly that a founder who is all-in is worth far more than one who will 'sit on the sideline and be cheerleaders,' so you can move the argument off feelings and onto a shared spreadsheet. Run it twice: once at today's real commitment, once assuming the part-timer goes full-time, and the gap is your renegotiation.
Commitment and Risk is a weighted equity factor, not an afterthought: the person keeping a salary scores lower on it, and the math reflects that
Opportunity cost counts. Someone who forgoes a career to join full-time is contributing something the hedging co-founder is not, and the pie should show it
It turns a resentment conversation into a numbers conversation both of you fill in together, which is far easier to survive than 'I feel like I'm doing more'
Why we picked it
This is the checklist and the template in one, written for Indian Pvt Ltd reality, not a US Delaware copy-paste. It walks all nine load-bearing clauses (equity split, 4-year vest with 1-year cliff, good/bad leaver buy-back, roles, reserved matters and deadlock, IP assignment of pre-incorporation work, exit, dispute resolution) and gives a 16-clause template skeleton. Two India-specific traps it flags will save you a real fight: post-exit non-competes are void under Section 27 of the Contract Act, and any share-related term only binds the company once it is mirrored into your Articles of Association (per V.B. Rangaraj v. V.B. Gopalakrishnan).
Nine essential clauses plus a full template skeleton you can adapt: equity, vesting, leaver mechanics, roles, deadlock, IP, confidentiality, exit, arbitration
Post-termination non-compete clauses are unenforceable in India under Section 27, so lean on in-term restrictions and non-solicit instead
Vesting and buy-back terms bind the company only when written into the Articles of Association, not just the founders' side letter
