How do I determine ownership split on a franchise model?
"There is no one solution to every project finance problem. Two models might make sense in this situation, however. In this case, you would count all the money that you give to your friend as a loan which he will pay back with interest. The interest rate and loan amounts will have to be agreed on by both of you. One one hand, the interest should be high enough to reward you in a successful outcome for the amount of risk that you take on if things don't work out. On the other, the interest rate needs to be low enough where his earnings after loan repayment justify your friend's effort, in addition to being competitive to ant rate your friend could secure from a bank. The downside to this plan is you don't directly benefit from the franchise's profits. In this model, you will record the cash that each of you invests. Since your friend is also adding ""sweat equity"" by setting up and operating the franchise, you will need to quantify the work that your friend and you invest into the franchise. Then you can determine how much each of you has invested in terms of dollars and split any franchise profits based on those proportions. The downside of this plan is that it is difficult to estimate how much time each of you invests and how much that time is worth." There is no right and wrong answer to this question. What you and your business partner perceive as Fair is the best way to split the ownership of the new venture.  First, regarding the two issues you have raised: Capital Contributions: The fact that you are contributing 90% of initial capital does not necessarily translate to 90% of equity. In my opinion, what is fair is that you transform your contributions into a loan for the company. The securitization of your contribution into a loan will make it easier to calculate your fair contribution and also compensate you for your risk by choosing whatever combination of interest income and equity you see suitable. For example, you might decide to split the company in half and consider your contributions a loan with 20%, 50% or 200%  annual interest.  Salary: It is common that co-founders of start-ups forgo their wages at the start of the company. I do not recommend that this forgone salary be compensated through equity because it is impossible to determine the suitable amount of equity to be paid. I suggest the translation of forgone wages into loans or preferred stocks in similar fashion to capital contribution Also, consider the following in deciding the best way to allocate equity between both of you and your partner Whose idea was it? Talk with you business partner how both of you value the inventor of the concept. In general, execution is more important but talking about how you both feel about it is good. Full-time vs. part-time: A person who works full time at the new venture should have more equity than the partner who is only a part-time helper. Control: It is important to talk about control and decision making of the company. You can separate the control and decision making of important decisions from ownership. You can also check the following article about this topic at http://www.forbes.com/sites/dailymuse/2012/04/05/what-every-founder-needs-to-know-about-equity/#726842f3668a
California is very aggressive about enforcing LLC franchise taxes.  The only correction I'd make to Kekito's answer is that the fee is $800 minimum or some percentage of the LLC's total business volume in the state.  What's killer about it is that the tax is dependent not on what your LLC's profit is, but what its revenues are!  Here's a good link explaining how the tax is calculated: California LLC Franchise Tax Rates Be very careful about making sure you comply with every dot in the California codes or else you really won't like what happens.  It's one of the reasons so many companies avoid locating operations in California if at all possible. I hope this helps. Good luck! Yeah. Definitely fast food enemies. The only fries I like better than Arby's are McDonalds' fries. So tasty! I will admit that the burgers there are not great, but do love to grab a bundle of the little cheap ones. They're basically just ketchup/cheese sandwiches on buns. And the McChicken is great too, especially the new one with Cheddar and Onions on top.  As to horsey sauce, it is a horseradish mayonnaise blend. Mmmmm. I am sorry for your food poisoning. Arby's is a franchise-based model, so the quality can vary a lot. You're absolutely right.  That is why I eat at local restaurants instead of fast food.  I get better food at a lower price.  The real problem with fast food is institutional.  Typically, you have a large public corporation with shareholders.  I do not like shareholders.  They usually want maximum returns, but they don't care about the business.  They don't have to work there and they do not make choices about the food or anything else.  They only care about money.  Further, most fast food chains are run by franchisees.  They care more about the product, but there's still a lot of profit motive and they don't have much, if any, control over corporate.  So you end up with competing interests driven by profits and, with that many people demanding money, the product suffers and prices go up.  I think this is a *terrible* model for delivering a quality product.  All the forces at play are trying to cheapen things and increase profit.  A small family-run restaurant doesn't have these problems.  They know they need to make a good product at a fair price or they go out of business.  Without all the grasping hands, that's an easier and less expensive thing to do.  Which is why the small local restaurants get my business.  They give me a better product at a lower price.  I don't think a company like McDonald's is capable of that unless they go private, throw out their shit food and focus on delivering quality at a fair price.  That's just not possible with a shareholder/franchise business model.  It is not efficient. The 1 for 1 split could be the case where a company is being split into two parts. The new part may be spun off, or sold to another company. Any time a company splits into two parts, the ratio of the resulting companies needs to be determined. it sounds like you don't have experience in this, and neither does your *investor*; which is a recipe for disaster (pun intended).  Your first order of business is to check whether your investor is an *Accredited Investor* (google to see what it means), if s/he's not, **walk away**.  If s/he's an accredited investor, find a lawyer who can help you navigate this process, however these are the issues:  * lawyers are expensive, and lawyers who have experience in these type of transactions are even more expensive * you actually need 2 lawyers, one for you and one for the investor * if neither of you have experience, there will be a lot more billable hours from the lawyers.....  In principle this can go 3 ways:  1. The investors give you a loan, you pay them interests on a periodic basis, and then also principal.  Items to be negotiated: interest rates, repayment schedule, collateral, personal guarantees. Highly unlikely this is what the investors wants.  2. The Investors get equity. items to be negotiated: your compensation, % of ownership, how profits are divided, how profits are paid; who gets to decide what.  3. A combination of 1 and 2 above, a *Convertible Note*.  There's a lot more, too much for a Reddit post.  There's not an easy ELI5. How about having him make you CEO (and/or president, depending on structure), and keep him as an advisor. Then over the next year you can evaluate if you want to be the owner and/or if costs justify it. You can use your first year as training. How you use the metric is super important.   Because it subtracts cash, it does not represent 'value'.  It represents the ongoing financing that will be necessary if both the equity plus debt is bought by one person, who then pays himself a dividend with that free cash.   So if you are Private Equity, this measures your net investment at t=0.5, not the price you pay at t=0.  If you are a retail investor, who a) won't be buying the debt, b) won't have any control over things like tax jurisdictions, c) won't be receiving any cash dividend, etc etc .... the metric is pointless. This is great! I'm not a CPA, but work in finance. As such, my course/professional work is focused more on the economic and profitability aspects of transfer pricing. As you might imagine, it tended to analyze corporate strategy decisions under various cost allocation models, which you thoroughly discuss.  I would agree with the statement that it is based on the matching principle but would like to add that transfer pricing is interesting as it falls under several fields: accounting, finance, and economics. Fundamentally it is based on the matching principal, but it's real world applications are based on all three (it's often used to determine divisional and even individual sales peoples profitability; as is the case with bank related funds transfer pricing on stuff like time deposits). In this case, the correct accounting principal allows you to, when done properly, better understand the economics, strategy, and operations of an organization.   In effect, when done correctly, it provides transparency for strategic decision making to executives. As I said, since my coursework tended to focus more on that aspect, I definitely have a natural tendency towards it.  This is an amazing explanation (esp. about interest on M&amp;A bridge loans, I get that) of the more detailed stuff! Truthfully, I'm not as familiar with it and was just trying to show more of the conceptual than nitty-gritty.   Thanks for the reply!