Starting a company with partners: how to define contributions, profits, exits and control

Starting a company with partners calls for a more serious conversation than handing out percentages. A solid company distinguishes five things that tend to get mixed up in the enthusiasm of the beginning: what each person contributes, what position and what pay they receive for working, how profits are distributed, who decides what, and how someone leaves if the relationship changes. When all of that is reduced to a single phrase —"let's go fifty-fifty"—, every future success risks turning into an argument.

The reason is simple: a company is not an agreement between friends, it is a contract that will outlive both the good times and the bad. The money that comes in, the work that gets done, the brand that gets built and the risk that is taken on are not the same thing, and treating them as if they were is the most common cause of disputes between partners. The good news is that Colombian law, above all through the sociedad por acciones simplificada (SAS), offers concrete tools for putting each of those pieces in order from the outset.

This guide walks calmly through the decisions worth taking before registration —contributions, ownership stake, compensation, control and exit—, grounds them in the rule that supports each one and, where it helps, in the published opinions of the Superintendencia de Sociedades, with tables, a checklist and answers to the questions that come up most often when two or more people decide to start a business together.

The central idea

The conversation that has to happen before registration

In practice, many partners say "let's go fifty-fifty" when in fact one contributes capital, another brings in clients, another does the work and another lends their name or their reputation. That phrase works in a coffee shop, but it does not always work in bylaws, minutes, taxes, banks, clients or a partner's exit. The problem is not optimism; it is optimism left without rules.

It is worth understanding what is being created. The SAS comes into being by a private document filed with the Cámara de Comercio and, from that moment, becomes a separate legal entity from the partners (arts. 5 and 2 of Ley 1258 de 2008). That separation is what protects personal assets: as a general rule, shareholders only risk what they contributed (art. 1). But the shield protects the company from the outside; on its own it does not put the inside relationships in order. Those relationships —who is in charge, who gets paid, who may leave and how— are defined by the team when it drafts the bylaws and the documents that go with them.

That is why the conversation before registration is not a formality. It is the moment when it is decided, calmly and in good faith, how the company will work once it stops being an idea and starts having revenue, assets and, sooner or later, some tension. What is agreed there should be written down in four places: the bylaws, a shareholders' agreement, the minutes and the contracts of those who also work in the business. Verbal trust is a good starting point, but it is a poor management system.

The five pieces

A quick map of decisions

Before going into the detail, it is worth having the full map in view. A well-built company answers at least five questions. If one of them is left without a clear answer, that is exactly where the conflict shows up later.

The rest of this guide develops each of these five pieces. The golden rule that ties them together is the same throughout: work, idea, contacts, money and risk are different things, and the share percentage should not be used as the only currency for paying for all of them.

What you separate so as not to fight

What should be discussed before starting a company with partners?

Before starting a company with partners, the key conversation is not only how much of a percentage each one will have. The capital contribution has to be kept separate from the operating work, from the salary or professional fees, from the intellectual property, from the clients, from the profits, from control, from the commitment to stay and from the exit. When everything gets mixed together, the conflict appears in the first bad month or with the first big contract, exactly when the company can least afford an internal argument.

A well-designed company must be able to answer, without improvising, what happens in the scenarios that life brings sooner or later: if someone does not pay in their contribution, if they stop working, if they bring in an important client, if they want to sell their stake, if they separate or divorce, if an investor comes in or if a decision is deadlocked. Those answers must be set out in the bylaws, in the shareholders' agreement, in the minutes and in the contracts, not only in the verbal trust that existed on the day of signing.

• The share percentage should not be used to pay for everything: work, idea, contacts, money and risk are different things and it is worth recognizing them separately.
• Profit is not the same as available cash; distributing too soon can choke an operation that still needs to reinvest.
• The exit must have a price, a deadline, a procedure and consequences for breach, not a generic phrase that no one knows how to carry out.

If the company is born with more than one partner, it is worth reviewing contributions, control and exit before there is revenue, assets or tension. The advantage of the SAS is that its regime is flexible and allows almost all of these rules to be designed to measure; the drawback of that same flexibility is that, if no one uses it, the bylaws stay generic and the company ends up with no rules on precisely the issue that will divide it. Before registering the company, review the decisions to take before incorporating a SAS.

Not everything is worth the same

Contributions: not everything is worth the same, nor is it proved in the same way

A contribution in money is easy to trace: there is a transfer, a receipt and a date. A contribution of work, brand, clients, know-how or contacts calls for far more care, because it is harder to measure and to prove. If a partner is going to receive shares for a contribution that is not money, the company should define three things from the outset: what exactly they deliver, when the contribution is deemed to have been met and what happens if they fail to meet it.

The statute helps to put this in order. The SAS recognizes that capital is subscribed (the partner undertakes to contribute) and is paid in (they actually deliver it), and allows that payment to be deferred for a maximum period of two years (art. 9 of Ley 1258 de 2008). It is a useful period for ventures that start with little cash, but it is worth pairing it with a clear rule: what happens to the rights of a partner who undertook to contribute and does not pay on time. Leaving that gap amounts to discovering the problem in the middle of a cash crunch.

The table below translates the typical promises between partners —the ones that sound good in the opening conversation— into the risk they conceal and the way to put them down in a document. The idea is not to distrust, but to turn a good intention into a verifiable obligation.

A practical recommendation: where a partner contributes an intangible asset —a brand, a piece of software, a database—, the safest course is to put in writing that the asset is assigned or licensed to the company. Otherwise, the company can grow, invoice and take on debt using something that does not in fact belong to it, and that becomes a serious problem the day that partner leaves or a dispute arises. If this is a startup, review as well the legal design of startups: intellectual property and contracts.

The company's cash, not the partners'

Profits: the company's money is not the partners' wallet

Starting a company with partners means drawing a firm line between personal cash and company cash. That line is not merely good accounting practice: it is what keeps the separation of assets the company provides standing. Informal withdrawals —taking money "against profits" with no resolution and no supporting records— create tax, accounting and corporate disorder, and in the long run they weaken the very shield of limited liability.

Profits should depend on three elements, not on the urgency of the moment: financial statements showing that there really was a gain, a corporate resolution approving the distribution and a clear policy on how much is reinvested. It is also worth distinguishing two very different ways for a partner to receive money from the company. If a partner works in it, they may need a salary or professional fees for that work; that is employment or contractual consideration. The dividend, by contrast, is what they receive for being an owner. Mixing them —paying for work "out of profits" or distributing profits as if they were wages— muddles the accounts and sows distrust between those who work and those who only invested.

The rule is simple to state and hard to keep to without discipline: book profit is not always the same as free cash. A company can have earnings on paper and, at the same time, need that cash to pay taxes, payroll, suppliers, inventory or debt. Distributing too early is one of the most common ways of suffocating a young company that was doing well.

Real power

Control: percentages do not always settle real power

A partner holding 30% may have more power than their percentage suggests if they are the legal representative, if they control the relationship with the clients or if the company depends on their technical know-how. And, conversely, a majority partner can end up with their hands tied if the bylaws require unanimity for almost everything. That is why it is worth separating three planes that tend to get confused: the shareholding (how much is owned), the operating duties (what is done day to day) and the reserved decisions (which acts require special approval).

This is where the SAS shows its flexibility. Real control is not set by the percentage alone, but by the quorum and majority rules that the team agrees in the bylaws. (Superintendencia de Sociedades, proc. 2018-800-00346 (Vargas Guerrero v. Proadso)) As a general rule, the shareholders' meeting deliberates with half plus one of the subscribed shares and decides by a majority of the votes present, unless the bylaws require a higher number (art. 22 of Ley 1258 de 2008). That phrase —"unless the bylaws require a higher number"— is the door that allows special majorities to be designed for sensitive matters.

The healthiest companies tend to have clear rules for a handful of decisions that change the value or the risk of the company: hiring relatives, taking on debt above a certain amount, selling assets, changing the corporate purpose, accepting investors or signing contracts with companies related to one of the partners. For those decisions a supermajority or prior approval by the shareholders' meeting is agreed; for day-to-day operations, it is enough that the legal representative can act without asking permission for every invoice. The art lies in separating the ordinary from the extraordinary and not treating everything the same way.

When the extraordinary decision is to open the company to outside capital, it is worth knowing the common mistakes when taking on investors in a SAS.

Another powerful tool is the use of classes and series of shares (arts. 10 and 11): the statute allows shares with different rights to be created —for example, non-voting preferred-dividend shares for someone seeking a return without command, or shares with voting privileges for someone who must retain the direction of the business—. Defining those classes from the outset avoids having to renegotiate control every time new money comes in.

The insurance policy hardly anyone reads

Exit: the clause that protects the friendship and the company

A partner's exit should answer at least six points: the grounds (why they leave), the notice (how far in advance), the valuation (what their stake is worth), the form of payment (in a lump sum or in installments), the handover of information and, where it is reasonable, a duty of confidentiality or of non-competition. It is not about planning a fight, but about allowing the company to keep operating if the relationship changes, as all relationships change over time.

Ley 1258 de 2008 offers three tools that, combined, make an orderly exit possible. Article 13 allows the transfer of shares to be restricted or even prohibited for a period of up to ten years; it serves, for example, to require that every sale first pass through a right of first refusal in favor of the other partners, so that an unwanted third party does not come in. Article 24 enables shareholders' agreements on purchase, sale and rights of first refusal, in force for up to ten years and renewable; it is the natural place to agree purchase and sale options, valuation formulas and rules for breaking deadlocks. And Article 39 makes it possible to agree on the exclusion of a shareholder, so long as the bylaws provide for it and the shareholders' meeting approves it with half plus one of the shares present; it is the tool for extreme cases, such as the partner who is in serious breach or who leaves to compete with the company.

These pieces work better chained together than loose. A well-built exit clause defines the ground, sets a valuation method agreed in advance —which avoids the later fight over price—, establishes the form and the term of payment so as not to decapitalize the company in a single blow, and orders the closing: confidentiality, return of information and transition of the clients or projects the departing partner handled. Designing it calmly, while the partners still see eye to eye, is far easier than negotiating it once someone already has one foot out the door.

Money, work and risk

The economic agreement: money, work and risk are not the same thing

Many partners start with a simple phrase: let's go fifty-fifty. That phrase can work if both contribute the same, work the same, take on the same risk and have the same availability. In most companies that is not what happens. One partner puts in money, another looks after clients, another contributes the brand, another brings technology and another arrives with nothing but a promise. The structure must recognize those differences without turning them into future resentment, and the first step toward that is naming them precisely.

The table below sorts the most common contributions by how they are best documented and what risk they run if they are left to word of mouth. It is, at bottom, the heart of the economic agreement between partners: making clear what each one delivered and on what terms.

Behind all this architecture there is an underlying protection worth remembering: because it is a separate legal entity, the company answers with its own assets, and the partners, as a general rule, only risk what they contributed (art. 1). That is precisely the value of contributing to a company instead of doing business in your own name. But the shield has a limit: it does not cover fraud or abusive use of the company, cases in which the law allows both the partners and the company's directors and officers (administradores) to be held directly liable. That is why documenting contributions properly is not merely internal housekeeping; it is what keeps the barrier between the company's assets and those of the individuals standing firm.

Uncomfortable but necessary

Profit rules: an uncomfortable but necessary conversation

Distributing profits looks like a generous decision until the company needs cash for taxes, payroll, suppliers, inventory, marketing or debt. That is why the conversation about profits, uncomfortable as it is, should be had before the company is created and not once there is money on the table and each partner is looking at it with different expectations.

There are four questions worth settling. First: will there be a salary or professional fees for the partners who work actively, so that their effort is paid separately from the dividend? Second: how often and under what conditions is a dividend distribution assessed —for example, after the financial statements for the year are approved—? Third: what reserves are kept so the company is not left without a cushion? And fourth: who decides on reinvestment, and by what majority? Having these answers in writing keeps the distribution from turning into an annual tug-of-war.

The principle running through all of them, once again, is that book profit is not always the same as free cash. A sensible distribution policy recognizes that part of the earnings must stay in the company to sustain growth, and that partners who also work are paid for that work in one way, and for their status as owners in another. When that distinction is clear, profits stop being a battlefield and go back to being what they are: the result of a business that is doing well.

Before you promise

Questions to ask before promising percentages

Promising a percentage is easy; sustaining it for years, less so. Before committing an ownership stake, the partners should answer a set of questions out loud. Each one points to a decision that the SAS (simplified stock corporation) allows you to design and that, if left blank, tends to come back as a conflict:

• Is the percentage earned as of incorporation, or does it depend on milestones for tenure, sales, product or investment?
• Does a partner who fails to pay in their contribution keep all their voting and economic rights, or do they lose something by defaulting?
• Will the partners who work receive a salary, professional fees, dividends or a clearly defined combination?
• Which expenses require approval and which can management carry out on its own?
• May the company take on debt or sign guarantees, and with whose authorization?
• What happens if someone wants to sell their stake to a third party or to a competitor (art. 13)?
• How is a tie resolved if two partners hold the same decision-making power?

These questions are not meant to sow distrust, quite the opposite: they allow trust to rest on rules and not only on how well each person remembers things. A team that can answer them calmly before signing is a team far better prepared for the years ahead.

Each partner, a different role

Scenarios by type of partner

Not all partners are alike, and treating them as if they were is a frequent mistake. It is worth identifying what kind of partner each person is, because their rights, their obligations and the way they are paid all follow from that. These six profiles cover most cases:

When the company grows

Control risks when the company starts to grow

At the beginning everything seems manageable because the decisions are small. The problem appears when a significant contract, a bank loan, a purchase offer, an investment or an important hire arrives. If there are no reserved decisions, a legal representative (representante legal, the company's statutory officer) can bind the company without sufficient discussion; and if everything requires unanimity, the company can be paralyzed by a minor disagreement. Both extremes are dangerous.

The balance lies in allowing day-to-day operations without asking permission for every invoice, while requiring reinforced approval for the acts that change the value or the risk of the company. The law makes that design easy: since the majorities of the shareholders' meeting can be raised above the statutory minimum when the bylaws so provide (art. 22), certain acts can be reserved for a supermajority. Among the acts usually worth shielding are significant debt, the sale of assets, the issuance of new shares, contracting with partners or their relatives, brand changes, the opening of new business lines and extraordinary profit distributions.

A further warning is in order here, because this is where many teams go wrong: a shareholders' agreement is not a way to "get around" what the bylaws say. When the partners agree on control and exit rules, the prudent course is for the bylaws and the agreement to say exactly the same thing. On that relationship, the Superintendencia de Sociedades (Colombia's corporate supervisory authority) has been explicit.

What cannot be missing

Document checklist for starting a company with partners

Use this list as a quick check of the documents that every company with several partners should have in order from the outset. Check off each item as you settle it with your lawyer; whatever is left unchecked is exactly what should be defined before registering the company, or before the first tension appears.

• Table of partners and contributions: percentages, contributions, payment dates and supporting records for each contribution (art. 9).
• Complete bylaws: majorities, legal representation, classes of shares, meetings and transfer rules (arts. 10, 13 and 22).
• Shareholders' agreement: commitment to stay, exit, information, confidentiality and the resolution of deadlocks (art. 24), consistent with the bylaws.
• Contracts for partners who work in the business: duties, compensation and time commitment of those who also provide services to the company.
• Inventory of assets: brand, domain, software, databases and contracts transferred or licensed to the company.
• Initial minutes: bank account, authorizations, signature policy and approval of the first contracts.
• Operational compliance: RUT (tax ID registration), tax calendar, invoicing and allocation of day-to-day responsibilities.

Further reading

Related reading and services

If you want to go deeper before incorporating the company or handing out ownership stakes, these readings and services can help you make better decisions:

• Corporate Lawyer to put contributions, bylaws and shareholders' agreements in order, tailored to the business.
• Corporate law: an essential guide for companies and entrepreneurs, to understand the full picture before deciding.
• Commercial law and business entities in Colombia, to place the SAS within the general framework.

If one of the partners contributes the name, the logo, the software or another intangible asset, it is also worth arranging its registration and protection from the outset, and putting in writing whether that asset is assigned or licensed to the company.

So you can check it yourself

Sources and legislation cited

• Law 1258 of 2008 — simplified stock corporation (official text, Función Pública): arts. 1, 2, 5, 9, 10, 13, 22, 24 and 39.
• Superintendencia de Sociedades, Oficio 220-099807 of May 16, 2023 — SAS: a shareholders' agreement cannot disregard the voting-majority rules or the rules of the bylaws (general opinion, art. 28 of the CPACA).
• Superintendencia de Sociedades — Cien preguntas y respuestas sobre la SAS (one hundred questions and answers on the SAS) (general guide).
• Identification of ultimate beneficial owners before the DIAN (Colombia's tax and customs authority) — Registro Único de Beneficiarios (RUB, the beneficial ownership registry), so that the reality of control matches what the bylaws say.

Content prepared by Cafore Abogados for general guidance in Colombia. The specific strategy depends on the documents, the city of registration, the partners, the business activity and the decisions still pending. Last editorial review: June 2026.