It's common: a startup starts with two founders, builds traction over six months, and then identifies a third person who brings a missing capability. The question of how much equity to offer is genuinely hard. The company is worth more than it was on day one, but the new cofounder is taking on real risk and will contribute significantly going forward. Setting the number wrong — too high or too low — creates problems on both sides.
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Everything corporate in one place — no spreadsheets.
Set up your company's cap table in minutes.
A late joiner benefits from the work already done: a product that exists, a team that functions, a market that has been validated. That de-risking has real value, which means the late cofounder is not taking the same risk as the original founders. Their equity should reflect this — both in percentage and in vesting terms. Starting their four-year vest from the day they join (not backdating) is standard and sensible.
One approach: estimate the current fair market value, determine what the late cofounder's expected contribution is worth in terms of future value creation, and work backward to a percentage of the post-grant cap table. Another approach: use a dynamic equity model where the late joiner starts accumulating slices from their join date, just like everyone else. Over time their percentage reflects actual contribution relative to the original founders. Equafy supports both the issue-shares workflow and dynamic equity accumulation.
| Fixed-percentage approach | Dynamic equity approach | |
|---|---|---|
| How the number is set | Value their expected contribution, work back to a % of the post-grant cap table | They start accumulating slices from their join date, like everyone else |
| When it settles | Agreed upfront, at the grant | Emerges over time from actual contribution |
| In Equafy | Issue Shares workflow | Dynamic equity accumulation |
When you issue new shares for a late cofounder, all existing shareholders dilute. How that dilution is distributed depends on your dilution strategy. Proportional dilution means everyone dilutes equally. If you have a reserved pool, Equafy lets the pool absorb dilution first — meaning existing members protect their percentage until the pool is exhausted. The platform shows every dilution scenario as a preview before you commit.
Let the pool absorb the hit first
With proportional dilution everyone dilutes equally. If you have a reserved pool, Equafy can let the pool absorb the dilution first — existing members keep their percentage until the pool is exhausted, and you see every scenario before committing.
Some founding agreements include anti-dilution protections for original founders — guaranteeing their percentage doesn't drop below a floor regardless of subsequent issuances. Equafy supports anti-dilution top-ups natively in its round simulation: specify which members are protected, and the platform calculates how many additional shares they need to maintain their percentage when new shares are issued.
Typically less than an original founder, reflecting the reduced risk. Common ranges are 5-20% depending on company stage, role, and expected future contribution. All late-joiner grants should include vesting.
The title carries legal and social weight. The equity amount matters more than the label — some companies use 'cofounder' freely; others use 'founding team member.' Either can be appropriate depending on the actual role.
If the company has investors with pro-rata rights, issuing new shares may require their consent or trigger their rights. Check your shareholder agreement before issuing new equity.
Equafy's Issue Shares feature lets you add a new member to the cap table, specify their share count or target ownership percentage, choose a dilution strategy, and preview the impact on every existing member before confirming.
Equafy shows you exactly how a new grant affects every member's stake — before you commit to a single share.
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