Apr 21, 20192 min read

Initial Thoughts on How a Founder May Buy-Out Other Founders.

This article is intended to provide a preliminary insight into how founders may exit their start-ups by selling to other founders. It is not intended to be an exhaustive or detailed process but rather to stimulate thinking and provide initial guidance on how a founder may start the process.

Determining Value

A startup founder buying out other founders in a startup is a complex process that requires careful planning and negotiation. The first step in this process is for the buying founder to determine the value of the company and the shares held by the other founders. This can be done through various methods, such as a valuation report, a discounted cash flow analysis, or a comparable transaction analysis.

Make An Offer

Once the value of the company and the shares held by the other founders has been determined, the buying founder can begin negotiations with the other founders. The buying founder will typically make an initial offer to purchase the shares held by the other founders, which may be accepted or rejected. If the offer is rejected, the buying founder may choose to make a counteroffer or walk away from the deal.

Legal Documentation

If the offer is accepted, the buying founder and the other founders will need to draft a legal agreement outlining the terms of the sale. This agreement will typically include the purchase price, the payment terms, and any contingencies that must be met before the deal can be completed.

Obtaining Funding

Once the legal agreement is signed, the buying founder must secure the necessary funding to purchase the shares. This may involve obtaining a loan from a bank or other lender or raising capital from investors.

Transferring Shares

Once the funding has been secured, and the legal agreement has been executed, the buying founder will need to complete any necessary closing steps. This may include transferring the shares to the buying founder, paying any taxes or other fees associated with the sale, and updating the company's records to reflect the change in ownership.

Legal & Financial Implications

It is important to note that buying out other founders in a startup can have significant legal and financial implications, and it is recommended that all parties involved seek the advice of legal and financial professionals before proceeding.

Final Thoughts

The process may vary depending on the laws and regulations of the country where the start-up is located and the existing agreements between the shareholders. Communication and transparency between the founders are key throughout this process to ensure a smooth and fair transaction for all parties involved.

About the Author

Adam Ryan is a Professor of Practice (Adjunct Professor) at Monash University and is a principal at Watkins Bay. Adam has over twenty years of start-up experience in Australia and the USA. An expert in Company Structuring for Innovation, Strategy, Mergers & Acquisitions, Capital for early and growth stage businesses.