Incorporating solo is straightforward. Incorporating with a co-founder — or two, or three — is where things get genuinely complicated, and not because the legal work is harder. It's because there are conversations that have to happen first, and most founding teams skip them or rush through them, and then I get to watch the fallout eighteen months later.
Here's what actually needs to get decided before you file, not after.
The equity split
This is the one everyone thinks about, and it's still the one people handle badly. "We'll just split it 50/50, we're equal partners" is the easy answer, and sometimes it's the right one. But sometimes it's just the answer people default to because the real conversation feels uncomfortable.
Ask yourselves honestly: is the contribution actually equal? Time, money already put in, whose idea it originally was, who's taking the bigger risk by going full-time versus staying employed elsewhere — these are all real factors, and pretending they don't exist because an even split feels friendlier doesn't make them go away. It just means the resentment shows up later instead of now, at a much worse time to be having the conversation.
Titles and who's actually in charge of what
Everyone wants to be CEO. Not everyone should be. This matters more than it sounds like it does, because titles aren't just ego — they determine who has final say when you disagree, and two co-founders will disagree, guaranteed, probably within the first few months.
Decide, in advance, who breaks ties. Not because you expect to fight, but because "we'll figure it out when it comes up" is exactly how founding teams end up in six-month standoffs over decisions that should've taken an afternoon.
Vesting — yes, even between founders who trust each other completely
I know. You've known each other for years, you'd never screw each other over, vesting feels like planning for a divorce before the wedding. I'd still tell you to do it, every time, no exceptions.
Vesting isn't about distrust. It's about what happens if life happens — someone's health changes, a family situation comes up, someone realizes six months in that this isn't what they want to be doing. Without vesting, that person walks away owning the same percentage as the co-founder who's still there grinding it out three years later. That's not a trust problem. That's a structural problem, and it's fixable with paperwork you set up on day one, not a conversation you're forced into after someone's already gone.
What happens if someone wants out
Related to vesting, but distinct: what actually happens, mechanically, if a co-founder wants to leave? Does the company have the right to buy back their unvested shares? What about vested shares — can the company or the other founders buy those back too, and at what price? Deciding this while everyone's still getting along is infinitely easier than negotiating it after somebody's already decided to walk.
How you'll actually make decisions
Beyond who breaks ties on a disagreement, think about what requires everyone's sign-off versus what one person can just decide. Hiring, spending, bringing on an advisor, taking on debt — if you don't define this early, you'll either end up with decision paralysis where nothing moves without a full team meeting, or one person quietly starts making all the calls and the other founder feels sidelined without anyone really deciding that's how it should work.
Why this is worth doing properly, not just fast
I could hand you standard templates for all of this in an afternoon. The templates aren't really the hard part — the conversations behind them are. My job, honestly, is as much about making sure you and your co-founder actually have these conversations as it is about the paperwork itself. The founding teams that skip straight to "just send us the docs" without working through this stuff are the ones I hear from again in a year, except the second time it's a dispute instead of a formation.
Incorporating with a co-founder?
Tell us what you're building — and let's make sure the two (or three, or four) of you are actually aligned before anything gets filed.
This post is general information, not legal advice, and reading it doesn't create an attorney-client relationship. What your founding team needs depends on your specific facts — talk to a lawyer about yours.
