217 Operating Agreements and the Cofounder Who Walks Away

<p>Two restaurant partners wrote an exit clause into their operating agreement. It let one of them sell his stake. It didn't release him from his personal guarantee on the mortgage.</p><p>Chris Franks, Anthony Franco, and Stephanie Hays dig into what an operating agreement is actually for: forcing the conversations co-founders avoid during the honeymoon phase. They cover what happens to the shares when a co-founder dies and the spouse wants a buyout, the partner who quit to become a yoga instructor and still owned a third of the company, and the difference between equity, salary, and distributions. They get into why owning more than half a company means you can rewrite the agreement itself, and the IP trap that leaves a sales founder with nothing when the CTO walks out holding the GitHub and AWS logins.</p><p>One host ran his best partnerships without an operating agreement until an audit forced one. Another says he probably wouldn't go fifty-fifty at this stage of his career. You'll leave with the questions to ask before you sign, why a buy-sell clause belongs in the agreement, and a tiebreaker nobody wants to use.</p><p>Keywords: operating agreement, LLC operating agreement, buy-sell agreement, co-founder equity, fifty-fifty partnership, key man insurance, IP assignment, profit distributions, co-founder disputes</p>