Been asked to co-found a company, feel like I’m walking into a raw deal, need some perspective

Hi, I'll try and keep it as short and sweet as possible.

I'm self-employed in a rapidly-growing industry, and have been doing contract and consulting work for the past decade. I started my business alone from the ground-up. In the past couple of years, I've networked with a couple of guys that have always wanted to start something up.

A while ago, I went in with one of the aforementioned guys, but it petered out before going anywhere. The loss was minimal, and I wrote it off as a learning experience.

The same guy came back this year and has proposed a similar business plan: bootstrap a business with consulting work and then build a product from the income gained from consulting, with another who we wanted to get in with, but weren't able to snag due to prior commitments.

I agreed to work out the details with some hesitation due to how the last company was handled, but as I go down the rabbit hole, I feel like if I agree to this, I'm setting myself up for major ruin.

Co-owner 1 (CO1), Co-owner 2 (CO2), and myself have different projected obligations. First, CO1 has a contracted position, his first he got through connections with a different company and that company's sales efforts. He has no consulting experience.

CO2 currently has a job, but does not have any consulting or contracting experience, and does not have any leads on or have a job ready to go.

Neither CO1 nor CO2 have sales experience, or have any leads to get jobs to bring to the table. I've already got leads on two jobs, one of which is ready to be closed. I'd also be the owner of getting CO2 up to speed on project management, and sales top-to-bottom. Likewise, my network would be the one tapped to build clientele for this enterprise.

CO1 has ownership over his own project, but expects to be moving into working on product work immediately after his contract ends, which is still nebulous as neither of us are the owners of the contract itself. He's proposed to move all of that income into the business itself, and take a salary from the company itself.

I've proposed to match what he's contributing, but after a discussion tonight, he wants me to effectively merge my business into this one, seeing any sort of "side-income" as "not being committed to the project".

As my livelihood comes from my current business, I'm definitely not willing to commit to this. As the work I do is seen as disposable once a product is created (which no plan has been proposed yet), I would likely be throwing away years of leads and relationships to effectively build a product with no real forecast for performance, or even what it would be.

CO2 would have no effective financial responsibility as far as I'm aware of. He would also be leaving his position as soon as this company starts.

Ownership would be cut three ways equally, with some amount of vestment period.

Any input would greatly be appreciated.

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