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Question: Have you and your co-founders each executed an agreement assigning all right, title and interest in and to any IP to the company? If so, the code isn't yours to take, and it makes no sense for your co-founders to give away any IP rights (copyrights and potential patent rights). Your narrative tends to cast your partners as distracted by other business ventures, it seems that you are searching for a way to disengage. If they were savvy, they would not agree to your proposal. The code base is company property (that is if you have completed the process of corporate formation). You might believe that your contribution in teh form of code disproportionately exceeds your co-founders contributions. Had you actually formed a company, assigned the IP to the company, determined the value of each founders contributions in addition to any IP (cash, equipment, space, expertise, time commitments) you would be able to foresee how your co-founders will respond to your proposal. IF I'm incorrect and you have filed articles of incorporation, drafted bylaws, and executed agreements issuing founders stock, then I suggest you consult with your outside counsel (you know, the attorney(s) who drafted all those agreements for you) to help ensure you don't f_ck up the operations of your "profitable home services business". Suggest you ask yourself the following "why am I walking away from a profitable business? Especially when I committed to building that business with my co-founders?" Maybe you have realized you don't get along and so you want out. In that case, offer to purchase the code base, and agree to payment terms that provides enough runway for you to generate revenue and pay for the code base over time. Finally, you wouldn't be "giving" equity to your co-founders. You would be issuing equity in exchange for the "home services company" assigning all right, title and interest in and to the code base and any associated IP to your new company. If your platform is adding value, it makes little sense for them to agree to an assignment. Instead, they should offer to license it to your new company for royalties, equity, and continued development. Summum Bonum. |