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This article was published on June 17, 2015

When to trade equity for services

When to trade equity for services
George Deeb
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George Deeb

George Deeb is the Managing Partner at Chicago-based Red Rocket Ventures, a growth consulting, advisory and executive staffing firm based in George Deeb is the Managing Partner at Chicago-based Red Rocket Ventures, a growth consulting, advisory and executive staffing firm based in Chicago. You can follow George on Twitter at @georgedeeb and @RedRocketVC.

Giving up equity in your business, as an alternative to paying cash, often sounds like a great idea to cash-starved startups. But, giving up equity in your business is often a very big decision, and can come at a long-term price, both financially and operationally. This post will help you figure out when it is appropriate to trade equity for services, and when you should avoid it. As well as, certain potential pitfalls along the way.

How Easily Can You Source Capital From Professional Investors?

When you can, raising capital from a professional third-party investor is always preferred.  You always want to raise cash from equity investors with experience in building startup businesses, often with a rolodex of potential business contacts and lessons learned from their past investments.


Taking cash from a service provider is often just that . . . cash only. But, if you have no other alternatives from professional investors, service providers can be a perfectly acceptable financing resource for you, if that is all you need and it is structured fairly.

How Big of a Cash Requirement is the Project at Hand?

I wouldn’t be giving out equity to any and all service providers. You should be holding your equity near-and-dear to your heart, and only giving it out when absolutely necessary. The higher percentage of your company that you can retain over time, the higher your payday will be when you hit it big on the backend. So, when considering trading equity for services, I would limit such to material projects of scale (e.g., financial benefit of in excess of $50,000 in cash savings).

Are Services Long-Term or Short-Term in Nature?

And, on a similar note, I would limit equity conversations to service providers that are going to be long-term in nature, helping you build your business over time. For example, your tech development firm that is going to help you build your website and maintain it over time, is a much better equity partner than the firm that is going to design your logo in a quick one-time project.

How Onerous Are the Terms?

Now that we understand which service providers we are willing to have equity conversations with, next we have to understand how to structure these deals. This typically comes down to the security, voting rights and valuation of the deal. For the security, shoot for convertible note or common stock deals, where you can; say no to preferred stock requirements that may impede your ability to raise future capital.


For voting rights, it should be capped at their pro-rata ownership in the company, and typically, it should not require any seats on your board of directors (allowing you to run the business as you see fit).

For valuation, whatever cash savings you are realizing, should be invested at a reasonable company valuation. For example, let’s stay your startup is worth $1,000,000. If you are getting $100,000 in cash savings from the service provider, they should get around 10% of the company.

So, make sure the percentage they are asking for is fair, in relation to your valuation. And, always be sure the project is well-defined and the project size is capped, so project creep doesn’t have you giving out twice as much equity as you originally planned.

Are There Any Strings Attached?

Finally, make sure there are no strings attached and avoid other known potential pitfalls. Things like:

(i) it is difficult to keep a service provider managed on time and budget, when they are also an equity owner who needs to be treated with kids’ gloves (so make sure both parties are clear on their role as a service provider, where meeting deadlines and budgets will come first);

(ii) make no promises about fund raising prospects, potential buyers or future valuation expectations (let them make their own assumptions, understanding they are investing in a very risky security where the future is unknown); and


(iii) make sure there is a clear plan in case things are not going well together (e.g., a way to buy back the stock, keep a copy of tech code or trade out service providers, in all scenarios).

There are many other issues to consider here, but hopefully, this is a good high level education to get you started.  Be sure to read my companion piece:  How to Protect Your Equity and Control Post Financings.

Read Next: How to screen VCs for your start-up

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