Hello J,

I think that the majority of your concerns revolves around your 3rd partner not doing the same amount of work to grow the business but reaping all the benefits.

You will need to structure the relationship so that each role is defined clearly, including responsibilities,compensation and percentage of ownership.

If your third partner is not "working" but contributing capital to grow the business (marketing, start-up expenses, etc.) this is just as important as running things. You should have this also defined clearly as well as what happens if they quit their day job and join the team.

You should have everything done with a lawyer for sure.

Salary should relate to profits, you can't bleed the company dry of capital, and be realistic about salary and accept that you may not always get paid in a start-up.

I wish you luck in your new venture!

Thanks,
Dan La Bate
COO & Director of Marketing- Engines of Creation.com
http://enginesofcreation.com
Phone: 518.842.3242
Fax: 866.643.4125
dan@enginesofcreation.com