do they keep their 40% equity? — any advice?

Started an LLC with my co-founder 8 months ago. 60/40 split, I'm the 60. We have a basic operating agreement from LegalZoom but I honestly don't remember what it says about leaving.

He just told me he's taking a job at Google and can't continue. The company isn't profitable yet but we have a working product and some early traction. If he walks with 40%, I'm stuck with a dead weight cap table forever.

Is there anything I can do? Does vesting exist for LLC founders?

Legally, yes, he owns the 40%. But you have negotiation leverage:

1. He probably doesn't want to be a passive minority owner in a company where his ex-cofounder makes all the decisions and can dilute him.

2. If you ever raise money, investors will ask about the cap table. A departed co-founder with 40% is a red flag — you'll have leverage to clean it up.

3. His Google job probably has conflict-of-interest policies. Holding equity in an outside company may create problems for him.

Approach him about a voluntary buyback. Offer to buy back his shares at a reasonable valuation (probably low given no revenue). Many departing founders accept 5-10% of what they originally held rather than dealing with ongoing obligations.

Alternative perspective: don't be too aggressive. If you burn the relationship, he could become an obstructionist. 40% is enough to block certain decisions in most operating agreements. Make sure you know what requires member approval vs manager approval.

Approach it as "let's figure out what's fair for both of us" not "you don't deserve this."

I kept it focused on the future rather than blame. Something like: "We need to figure out a structure that works for where we both are now. You've got other priorities, and I need flexibility to bring on people and raise money."

I didn't involve a lawyer in the negotiation itself — that would have felt adversarial. But I did consult one beforehand to understand my options and what was realistic to ask for. Then lawyer just handled the paperwork once we had a handshake deal.

Good luck. Feel free to DM me if you want to talk through specifics.