Founders worksheet example for a two-owner business

What you own and why.

This section records who owns what percentage of Blue Ridge Grounds LLC and what each founder is putting in to earn that stake. Both founders confirm these numbers by initialing below.

Rationale. Ryan Petrowski is contributing $20,000 in startup capital and 10 hours of sweat equity in the pre-launch phase, earning a 40% stake. Dale Kowalczyk holds the remaining 60% stake. Dale's contribution is the trade expertise, field operations leadership, and the customer relationships and reputation that form the foundation of the business. Neither contribution is more important than the other, Ryan brings the capital and the back-office systems; Dale brings the production knowledge and the work. Together they add up to 100%.

If Dale has a formal trade license, contractor registration, or existing customer base that is being transferred into Blue Ridge Grounds LLC, confirm with an attorney licensed in Missouri how those assets should be documented in the operating agreement.

--- Initials: Dale Kowalczyk _______ Ryan Petrowski _______

Who does what, every day.

This section describes each founder's primary responsibilities. It is not a job description, it is a working understanding of who owns which part of the business so you are not stepping on each other or leaving things undone. Both founders confirm these role descriptions by initialing below.

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Dale Kowalczyk, Field Operations and Production

• Leads and supervises all mowing crews on weekly and biweekly routes, including daily crew assignments and equipment checks before trucks leave the yard
• Oversees spring and fall cleanup jobs from start to finish: crew deployment, quality control, and site walkthrough before billing is triggered
• Manages mulch delivery scheduling, bed edging, and plant maintenance on all active accounts
• Directs fertilization and weed control applications, including product selection, application timing, and compliance with Missouri pesticide application rules
• Leads landscape design consultations with residential and commercial clients and manages install crews from site prep through final walkthrough
• Coordinates snow removal operations: equipment readiness, route priority, and on-call crew coverage during weather events
• Maintains equipment fleet, mowers, blowers, plows, spreaders, and flags repair or replacement needs before they become emergencies
• Hires, trains, and manages field crew members; handles day-to-day crew performance issues

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Ryan Petrowski, Estimating, Billing, and Route Scheduling

• Produces written estimates for all new mowing accounts, cleanup jobs, mulch installs, and landscape design projects; follows up with prospects until a decision is made
• Builds and maintains the weekly and biweekly mowing route schedule, optimizing drive time and crew capacity as the account list grows
• Sends all invoices and tracks accounts receivable; follows up on past-due balances before they age past 30 days
• Manages the billing cycle for recurring maintenance accounts and seasonal contracts
• Tracks job costs against estimates and flags any job where actual labor or material costs are running over budget
• Handles customer calls and emails for scheduling changes, complaints, and add-on service requests
• Maintains the customer database and service records for all active accounts
• Prepares monthly financial summaries for both founders to review together

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These role descriptions are a starting point. As the business grows, responsibilities will shift. When they do, update this section and both founders initial the change.

--- Initials: Dale Kowalczyk _______ Ryan Petrowski _______

Topic: Vesting, no default applies.

Vesting is a schedule that determines when each founder's ownership percentage is fully "earned." The most common version in small partnerships works like this: if a founder leaves in year one, they keep only a fraction of their stated ownership; if they stay through the full vesting period (often three or four years), they keep 100% of their stake. The purpose is to protect the remaining founder from a situation where a partner walks away early but still owns a large slice of a business they are no longer building.

There is no standard default for a two-member LLC in Missouri. Some partnerships skip vesting entirely because both founders are putting in real capital and real work from day one. Others use a cliff-and-ramp schedule (for example: nothing vests in year one, then 25% per year after that). The right answer depends on how much each founder is risking and how confident both of you are in the long-term commitment.

This worksheet does not set a vesting schedule because there is no single right answer, and the wrong answer in either direction has real consequences. Bring this question to an attorney licensed in Missouri when you have your operating agreement drafted. Come to that meeting with a shared answer to: "If one of us leaves after 18 months, what should they walk away with?"

These provisions have legal consequences. Review with an attorney licensed in Missouri before signing.

--- Initials: Dale Kowalczyk _______ Ryan Petrowski _______

Who decides what.

Blue Ridge Grounds LLC is member-managed, meaning both founders share management authority, there is no single designated manager. You selected a supermajority voting threshold in your intake. With two members, a supermajority (66% or more) requires both founders to agree, because neither founder alone holds 66% of the vote. In practice, for a two-member LLC, supermajority and unanimous are the same thing: both of you must say yes.

The table below maps decision categories to the level of agreement required. "Both founders" means neither founder can act alone. "Individual authority" means either founder can act within their role without checking with the other first. Dollar thresholds in the individual authority column are a starting point, write in the numbers that make sense for your business and both initial the change.

Write in the dollar thresholds before you sign this worksheet. Those numbers are yours to set, they are not a gap in the intake, they are a business decision only the two of you can make.

--- Initials: Dale Kowalczyk _______ Ryan Petrowski _______

What happens if one of you leaves, dies, gets hurt, or gets divorced.

You selected the following buy/sell terms in your intake. This worksheet writes them down in plain English so both founders sign on what they already chose. The operating agreement an attorney licensed in Missouri drafts from this worksheet is where these terms become binding.

Trigger events. A buyout is required if any of the following happens to a founder: death, permanent disability, divorce, or voluntary departure. These are the four events that start the buyout process. No other event triggers it unless both founders later agree in writing to add one.

Valuation. The departing founder's interest is valued at 0.8 times the company's trailing 12-month gross revenue, then multiplied by their ownership percentage. Here is what that looks like with real numbers:

• If Blue Ridge Grounds LLC does $500,000 in revenue in the 12 months before a buyout, the company is valued at $400,000 (0.8 × $500,000).
• Dale's 60% stake would be worth $240,000. Ryan's 40% stake would be worth $160,000.
• At the Year 3 revenue target of $720,000, the company would be valued at $576,000, Dale's share at $345,600, Ryan's at $230,400.

Both founders agree this is the method they selected. If either founder believes a different method (for example, an EBITDA multiple or a third-party appraisal) would be more appropriate, raise that with an attorney licensed in Missouri before signing the operating agreement.

Payment. The buyout is paid over 3 to 7 years with interest, not as a lump sum. The exact length and interest rate are set at the time of the buyout and recorded in the promissory note. Paying over time protects the remaining founder from having to come up with a large sum immediately; the departing founder receives steady payments instead of a single check.

Funding. Two sources cover the buyout cost:

1. Life insurance on each founder, owned by the company, that pays out on the death trigger. The company uses the insurance proceeds to fund the buyout when a founder dies.
2. A promissory note from the remaining founder or the company for all other triggers (disability, divorce, voluntary exit), paid over the term above.

Both founders should confirm with an attorney licensed in Missouri that the life insurance policy amounts are sized to cover the buyout at projected revenue levels, not just current revenue.

Transfer restriction. Ownership interests in Blue Ridge Grounds LLC cannot be sold, transferred, or pledged to any third party without the written approval of the other founder. This means neither founder can sell their stake to a family member, a competitor, or anyone else without the other founder's consent. The remaining founder has the right of first refusal on any proposed transfer.

These provisions have legal consequences. Review with an attorney licensed in Missouri before signing.

--- Initials: Dale Kowalczyk _______ Ryan Petrowski _______

How you pay yourselves.

You selected salary plus distribution as your compensation structure in your intake. This means each founder draws a regular salary for the work they do in the business, and then profits above that are distributed to the founders according to their ownership percentages (60% to Dale, 40% to Ryan) at whatever interval both founders agree on.

This structure is common in trades partnerships because it separates the pay-for-work piece (salary) from the pay-for-ownership piece (distribution). It also makes it easier to bring in employees later, because the founders' compensation is already structured like a payroll.

What your intake captured: salary plus distribution as the method, and 60/40 as the distribution split.

What your intake did not set, and what you need to decide before signing:

Salary amounts. There is no default salary for either founder. The right number depends on what the business can afford in year one, what each founder needs to cover personal expenses, and what the market pays for someone doing each role. Both founders need to write in a starting salary for each role and agree on a process for reviewing those salaries (for example, annually, or when revenue crosses a threshold).

> Dale Kowalczyk starting annual salary: $_______________ > Ryan Petrowski starting annual salary: $_______________ > Salary review schedule: _______________

Distribution frequency. How often do you distribute profits above salary, monthly, quarterly, annually? There is no default. Write in the answer both founders agree on.

> Distribution frequency: _______________

Retained earnings. Before distributing profits, do you want to hold back a reserve for equipment, slow seasons, or growth? Write in a minimum cash reserve both founders agree to maintain before any distribution is made.

> Minimum cash reserve before distribution: $_______________

Bring the completed salary and distribution numbers to an attorney licensed in Missouri. They will confirm whether the salary levels are reasonable for S-corp or LLC tax purposes and help you document the compensation structure in the operating agreement.

--- Initials: Dale Kowalczyk _______ Ryan Petrowski _______

What happens when you cannot agree.

You selected mediation followed by arbitration as your deadlock resolution method in your intake. Here is what that means in practice.

A deadlock happens when both founders have a vote on a decision that requires both founders to agree, and you cannot reach agreement after a good-faith effort. In a two-member LLC with a supermajority threshold, a deadlock on any major decision means the business is stuck. The mediation-arbitration path gives you a structured way out that does not require dissolving the company or going to court.

Step 1, Mediation. Both founders agree to hire a neutral third-party mediator (a professional mediator, not a friend or family member) and present their positions. The mediator does not decide anything, they help both founders find a resolution they can both accept. Mediation is private, faster than arbitration, and less expensive. Most deadlocks in small partnerships resolve at this stage.

Step 2, Arbitration. If mediation does not produce a resolution within a set period (typically 30 to 60 days after the mediator is engaged), the dispute moves to binding arbitration. An arbitrator (or a panel) hears both sides and issues a decision that both founders are bound by. Arbitration is private and generally faster than litigation.

Before you sign the operating agreement, confirm with an attorney licensed in Missouri: (1) which arbitration body you want to use (for example, the American Arbitration Association), (2) how the mediator and arbitrator are selected, (3) who pays the costs of mediation and arbitration, and (4) how long each stage can run before moving to the next. These details belong in the operating agreement, not just this worksheet.

These provisions have legal consequences. Review with an attorney licensed in Missouri before signing.

--- Initials: Dale Kowalczyk _______ Ryan Petrowski _______

What winning looks like, and what you do if you disagree about it.

You set the following revenue targets in your intake:

• Year 1 target: $240,000 in gross revenue
• Year 3 target: $720,000 in gross revenue

Both founders confirm these are the numbers they are building toward. A 3x increase from year one to year three is an aggressive but achievable target for a landscaping operation with recurring mowing routes as the base and design/install and snow removal as growth levers. Hitting $720,000 by year three likely means adding crew capacity, expanding the route geography, and growing the design/install and snow removal revenue lines significantly.

Revenue targets are captured. The qualitative picture of "winning" is not, and it matters.

Two founders can hit the same revenue number and still disagree about whether the business is a success, because they had different pictures in their heads about what the business would look like at that point. Before you sign this worksheet, talk through and write in your answers to the following:

> How many full-time employees does Blue Ridge Grounds LLC have by the end of year three? _______________

> Are we still doing all six service lines (mowing, cleanups, mulch, fertilization, design/install, snow removal), or have we focused on the most profitable ones? _______________

> Are we working primarily residential accounts, commercial accounts, or both? _______________

> What does each founder's personal workload look like at year three, still in the field daily, or managing a crew that runs without us? _______________

> If we hit $720,000 but one founder wants to keep growing and the other wants to hold steady, how do we decide? _______________

Early-warning signals. If the business is tracking significantly below the year one target ($240,000) by month nine, both founders agree to sit down and review whether the plan needs to change, whether additional capital is needed, or whether the partnership structure needs to be revisited. Write in any other early-warning signals that would trigger a formal review:

> _______________

Both founders confirm the revenue targets above and commit to completing the qualitative questions before signing.

--- Initials: Dale Kowalczyk _______ Ryan Petrowski _______