But the business we are in require millions of dollars to launch (after the code is ready). Without that much of money, the product provides 0 value.
--- He can hire someone to replace you if he thinks it can succeed. Or continue to work on it on his own without you. >> You are spot on. I am not stopping him from doing that. This makes me feel much better. Thanks.
>> You are spot on. I am not stopping him from doing that. This makes me feel much better. Thanks.
If you want to go this route, letting them move on while you do something else, you have a major consideration. You own a giant chunk, maybe even a majority, of the equity. That can make it hard for them to be motivated, hard for them to make legal decisions, hard to get investments, etc. Consider selling (or giving if you really think it is worthless) enough to the partner you are leaving behind so that they can succeed. Or just make it easy to dilute you (I assume it's a tax question which is better).
If you do, feel free to make it fair to you as well. Maybe you get to use some code in another project in a dual-use situation? Maybe your cofounder vests the chance to buy your stock over a few years so he doesn't just cut you out and then pocket everything as it dissolves? Retain a fair amount of equity for the work you already did.