Partnership alignment
Agree on the hard questions before you draft the agreement.
Goodwill is valuable. It is not a decision system for money, authority, absence, deadlock, or exit.
The attractive shortcut
Many partnerships begin with a shared dream and an equity percentage. The misunderstandings live underneath: different definitions of work, risk, fairness, control, pay, and what happens when life changes.
What holds up
Write a nonbinding alignment memo first. Use it to expose disagreement, record open questions, and give independent attorneys and tax advisers a clearer handoff. The memo is preparation for professional drafting—not a substitute for it.
Where it breaks
- Ownership percentage is expected to answer every question about pay and authority.
- One person contributes cash while another contributes indefinite future effort.
- Routine decisions, major decisions, and emergency decisions have no different rules.
- Nobody has discussed absence, underperformance, new capital, deadlock, sale, disability, death, or departure.
Questions worth carrying
- What is each person contributing, by when, and how will completion be recognized?
- Which decisions can one person make, which require consultation, and which require unanimous approval?
- How are wages, fees, distributions, reimbursements, and ownership treated differently?
- What happens when someone cannot or will not perform the expected role?
- How can the arrangement change, pause, buy someone out, or end?
- Which unresolved questions must go to separate legal and tax advisers?
Fifteen-minute move
Answer the six questions separately, compare answers, and mark every difference. Do not negotiate the percentage until the differences are visible.
Do not sign or rely on a Werkles alignment memo as an operating agreement, partnership agreement, tax election, securities document, employment agreement, or legal opinion.
