Founding-stage equity allocation profoundly shapes the trajectory of future fundraising. This early choice affects investors’ willingness to participate in later rounds and the sustained motivation of the team.
Swiss growth-stage startups raising CHF 500’000 to CHF 5’000’000 face intense scrutiny on founder equity. Investors view your equity structure as a window into team health, fairness, and future risk. A clean equity split signals alignment. A messy one raises red flags that can kill your round.
This guide explains how early equity decisions impact your ability to raise growth capital in Switzerland and what investors look for when they review your cap table.
Why Equity Splits Matter at Growth Stage
Your founding equity split was likely decided when you knew the least about your company’s future. You made the split at incorporation, when uncertainty was highest.
Now you’re raising CHF 500’000 or more. Investors will examine that early decision closely.
The Swiss ICT Investor Club (SICTIC), Switzerland’s leading angel network, emphasizes that unhappiness with equity splits is a major source of founder conflict[1]. Investors probe this issue during due diligence. They want to see fairness, long-term commitment, and protection against founder departures[1].
The Swiss Startup Association (SSA) advises founders to have tough conversations about equity early[2]. Once investors arrive, they will examine your structure. They will likely demand changes if problems exist[2].
An unbalanced split can deter investors who see misaligned incentives[2].
What Swiss Investors Look For
SICTIC does not invest in solo-operated startups[3]. The network requires at least one other full-time, active team member with a key role and equity stake[3]. This requirement shows Swiss investors value co-founded teams.
But having co-founders isn’t enough. Investors care about how you split equity among them.
Equal Splits: Common But Not Always Right
Many founders default to equal splits to avoid hard conversations. Research by Professor Noam Wasserman shows that startups using an even split without deep discussion were three times more likely to have unhappy founders[4].
Data from Carta shows that equal splits are becoming more common. In 2024, 45.9% of two-founder teams split equity equally, up from 31.5% in 2015[5]. For three-person teams, equal splits rose from 12.1% to 26.9%[5].
However, only about one-third of multi-founder companies grant equal equity to all co-founders[6]. The majority choose varied splits[6]. Fairness matters more than equality.
Silicon Valley lawyer Scott Dettmer notes that 50-50 splits don’t always make sense if contributions, experience, and roles are unequal[4]. Investors often want equity to reflect relative contributions and leadership roles.
What Investors Don't Want to See
Swiss investors watch for specific red flags:
No founder vesting
One of the biggest red flags[7]. Investors see it as founder naivety and a major risk if a co-founder leaves. They will almost certainly require vesting before they invest[1][2].
Dead equity
A departed co-founder holding significant equity is a major problem[8]. This unvested (or fully vested due to no schedule) stake represents value that doesn’t contribute to growth. At one of the most famous startup accelerators (Y Combinator) about 20% of startups have a founder leave[8]. Without vesting, that departed founder keeps their equity.
Highly unequal splits without reason
One founder with 90% and others with tiny stakes can signal dysfunction[4]. Investors may see a “dictator” founder unless there’s clear justification (like one founder contributed all capital and intellectual property).
A key founder with less than 10%
If an active, important founder has been diluted to a very low stake, investors worry about motivation[9]. Will this founder stay committed through the next stage?
Messy cap table history
Frequent, complex equity adjustments signal persistent founder conflict[10]. Investors see a team that can’t agree on basics.
These red flags cause investors to pass, demand lower valuations, or insist on protective terms[11].
Specific Risks in HealthTech and MedTech
This sector has distinct risks that do not apply to software companies:
- Regulatory risk can ruin a company quickly. Swissmedic can deny approval or demand expensive extra studies. A negative decision can make a company worthless.
- Reimbursement risk creates the “valley of death.” Approved products without payment from insurers rarely succeed commercially.
- Clinical trial costs and failure show a binary risk. Trial costs are very high. Most trials fail. When a trial fails, the investor’s money is usually lost.
- Long timelines need patient capital. Medical devices take 3–7 years to reach the market. Therapeutics take 10–15 years.
- Binary outcomes mean the company’s entire value often depends on one event: trial results or regulatory approval. A software company can change its plan. A medtech company with a failed trial has limited choices.
Competition from established players is intense. Startups compete against giants like Roche, Novartis, and Johnson & Johnson.
How to Build a Fair Equity Split
Fair splits are based on logic, not guesswork. You should weigh multiple factors.
Key Factors Swiss Investors Expect You to Consider:
Time commitment
Full-time vs. part-time matters greatly[12]. A founder quitting their job to work full-time takes on more risk. Past work matters less than future commitment. Who will dedicate the next four years?
Experience and expertise
A founder with startup success, fundraising experience, or deep domain knowledge brings major assets[12]. These skills increase your odds of success. They should be weighted accordingly.
Capital contribution
Direct cash investments or critical equipment have clear value[12]. However, non-cash contributions may not carry the same weight as cash.
Future roles
Expected contributions matter most[12]. A CEO handling vision, strategy, and fundraising may warrant a larger stake than a CTO focused on product. Both are critical, but responsibilities differ.
Idea origination
Ideas matter, but execution matters more[13]. Startups succeed on execution, not just concepts. Don’t overweight the idea.
Swiss-Specific Considerations:
ETH Zurich and EPFL produce many Swiss spin-offs[14]. These companies often involve university technology transfer offices. Standard contracts may include royalties or equity arrangements[15]. These agreements can lead to disputes over valuation[15].
SICTIC focuses heavily on tech startups, suggesting high value on technical founders[3]. But a balanced team with commercial expertise is also critical for success[16]. Technical skill alone won’t close deals or raise capital.
Switzerland’s strong tradition in deep tech (biotech, cleantech, medtech) means technical founders from these universities bring valuable credibility. However, investors still want to see business acumen on the team.
Framework in Action:
Let’s examine two scenarios:
Scenario A – Equal split justified:
Two founders start a fintech company. One is a software engineer (CTO), the other has banking experience (CEO). Both quit their jobs. Both work full-time. Both bring critical, complementary skills. Neither contributed significant capital beyond equal small amounts.
Result: 50/50 split makes sense. Contributions and risks are balanced.
Scenario B – Unequal split justified:
Three founders start a biotech venture. Founder A is a professor who originated the technology and brings deep scientific expertise but remains part-time (20%). Founder B is CEO (full-time), handling all business development and fundraising (50%). Founder C is COO (full-time), managing operations and regulatory work (30%).
Result: Unequal split reflects different time commitments and future value creation. All three roles are necessary, but full-time commitment and execution weight more heavily.
The Vesting Requirement
Vesting is non-negotiable for Swiss investors. The standard is four years with a one-year cliff[1][7]. No shares vest until you complete one year. After the cliff, shares vest monthly or quarterly for three remaining years[1][7].
If a founder leaves before the one-year cliff, they forfeit all equity[17]. This protects the company and remaining founders.
Why Investors Demand Vesting
Without vesting, a co-founder can leave after three months with full equity. The company loses a team member but the departed founder keeps ownership. This is “dead equity”[8].
Investors will require you to implement vesting if you don’t have it[1][2]. They see it as basic risk management.
Tax and Legal Mechanics in Switzerland
For Swiss tax purposes, equity compensation is taxed when you realize income[18]. For unlisted options or blocked shares, this typically happens at vesting or when you can sell[18].
If your tax residency in Switzerland begins or ends during vesting, pro-rata taxation applies[18]. Employers must withhold tax for employees who aren’t Swiss citizens or permanent residents[18].
Vesting agreements must be written into shareholder agreements or employment contracts. Verbal agreements don’t protect anyone.
Late Co-Founders and Key Executives
Growth-stage companies sometimes need to add senior talent with equity.
Late Co-Founders
A late co-founder joins after the company has started[19]. They don’t get the same equity as initial founders who took the earliest risks[19].
The equity amount depends on:
- Company stage and capital raised
- Role criticality
- Value they will create going forward[19]
Vesting remains standard: four years with a one-year cliff[20]. This ensures commitment.
For example, a commercial co-founder joining a technical founding team at growth stage might receive 10-20% equity with full vesting. This is significant but reflects that core risk was already taken.
Key Executives (VP-Level)
Non-founder executives at growth stage receive smaller grants from the employee stock option plan (ESOP)[21]. While specific Swiss ranges aren’t standardized, these grants must be compelling without excessively diluting founders.
The key is balancing talent attraction with founder ownership protection.
When Equity Restructuring Is Needed
Sometimes early equity decisions need fixing before you can raise growth capital.
Can You Fix a Bad Split?
Restructuring equity in a Swiss AG (Aktiengesellschaft) is possible but complex[22]. It involves taxable events and requires legal and tax advisory services[22].
Tax implications include:
- Corporate income tax considerations
- Debt waivers from shareholders could be taxable income[23]. However, new guidance clarifies that waivers recorded directly to reserves (not income statement) may be excluded from tax base if restructuring is sustainable[23].
- Swiss stamp tax: Equity contributions face 1% stamp tax[24]. In restructurings, up to CHF 10’000’000 in contributions to offset losses are exempt[24]. Claiming this exemption may mean forgoing “capital contribution reserves” that can later be repaid to shareholders without withholding tax[24].
- Personal taxes: Share reallocation could be treated as income or capital gains for founders involved[22]. Tax rulings are often recommended for complex situations[22].
Legal mechanisms available
- Share buybacks: The company can repurchase shares from departing founders, subject to legal restrictions[25].
- Share transfer restrictions: Shareholder agreements often regulate how founders can exit[25].
- Dynamic equity adjustments: Founders can agree to readjust shareholdings after a set period to reflect actual contributions[15].
You’re not necessarily stuck with early decisions. But fixing them requires professional guidance to navigate legal and tax complexity[22].
When to Consider Restructuring
You should consider restructuring if:
- A co-founder departed but holds significant equity without vesting
- The current split severely misrepresents contributions and is causing team tension
- Investors have indicated the structure is blocking investment
You should not restructure if:
- The split is working well despite being unequal
- The cost and complexity outweigh the benefits
You’re simply having founder conflict that restructuring won’t solve
Red Flags That Kill Deals
Investors will walk away from certain equity structures.
The Most Damaging Red Flags
No vesting at all
This signals that founders don’t understand startup basics[7]. It’s often a deal-breaker that must be fixed before investment[1].
Significant dead equity
A departed founder with 25% ownership and no continuing role is a major problem[8]. Investors will require you to resolve this before they invest[11].
Unexplained imbalances
One founder with 80%, another with 5%, and a third with 15% raises questions[4]. Unless there’s a clear, logical reason, investors will probe for team dysfunction.
Fragmented cap tables
Four or more co-founders each with 15-25% can signal diffusion of responsibility[26]. Investors may worry about decision-making efficiency.
These issues can cause investors to pass entirely, demand lower valuations, or require restructuring as a condition of investment[11].
Alternative Approaches: Dynamic Equity Models
The traditional approach is fixed equity splits at incorporation. An alternative exists.
Slicing Pie and Dynamic Models
The SICTIC Angel Investor Handbook mentions “Dynamic Equity Allocation with ‘Slicing Pie'”[1]. This model adjusts equity based on actual contributions over time.
Swiss law firm VISCHER also notes that founders can agree to readjust shareholdings after a set period to reflect each founder’s actual contribution[15].
When Dynamic Models Work
Dynamic models can ensure fairness when:
- Founders have uncertain time commitments at the start
- Contributions will vary significantly in early stages
- The team wants to avoid premature decisions
When They Don’t Work
Investors prefer predictability and stable ownership structures[27]. A dynamic model still in flux at fundraising time can be negative[27]. Final ownership percentages aren’t locked in.
Dynamic models work better for very early stages before external investment[27]. By growth stage, investors expect fixed, clear structures.
Practical Steps for Growth-Stage Founders
If you’re preparing to raise CHF 500’000 to CHF 5’000’000, review your equity structure now.
Self-Assessment Questions:
- Do all founders have vesting agreements in place?
- Does our equity split reflect actual contributions and future roles?
- Are all founders still active, or do we have dead equity?
- Can we defend our split to investors using logical factors?
- Is our cap table clean and simple?
If you answered “no” to any of these questions, address the issue before approaching investors.
Where to Get Professional Help
Consult legal and tax advisors if:
- You need to implement vesting retroactively
- A founder departed and you need to address their equity
- You’re considering restructuring the split
- You’re bringing on a late co-founder or key executive
The cost of professional guidance is far less than the cost of a failed fundraising round.
For Investors
For investors evaluating Swiss growth-stage startups, founder equity structure reveals team health.
Due Diligence Focus Areas
When reviewing equity splits, examine:
- Logic: Can founders explain their split using clear factors (time, expertise, roles)?
- Vesting: Are standard four-year schedules with one-year cliffs in place?
- Cap table cleanliness: Is the structure simple, or are there signs of past conflicts?
- Dead equity: Are all significant equity holders still active contributors?
A well-structured equity split with proper vesting suggests founders who think long-term and understand investor expectations. A messy structure suggests potential problems ahead.
Questions to Ask Founders
During due diligence, ask:
- “How did you arrive at your equity split?”
- “What vesting schedules do founders have?”
- “Has any co-founder departed? What happened to their equity?”
- “If you could redo your equity split today, would you change anything?”
The quality of their answers reveals whether the structure is solid or fragile.
Building for Long-Term Success
Equity splits shape your startup’s trajectory from day one. The decisions you make at founding echo through every fundraising round.
Swiss investors view founder equity as a critical signal. They want to see fairness, commitment, and protection against departure risk.
Growth-stage companies with clean equity structures, proper vesting, and logical splits that reflect contributions have a significant advantage. They can focus investor conversations on growth metrics and market opportunity rather than cap table cleanup.
Platforms designed to connect Swiss growth-stage startups with capital-seeking opportunities are being built with frameworks that help both founders and investors navigate these equity considerations. As a multi-asset platform serving real estate, lending, and equity crowdinvesting, CapiWell requires clear standards for evaluating founder structures across different capital types. By emphasizing transparency in cap table presentation and investor education on equity best practices, the system aims to reduce friction in the fundraising process.
References
1. Swiss ICT Investor Club (SICTIC), “Swiss Angel Investor Handbook: Best Practices for Investing in Swiss Early-Stage Tech Startups”
2. Swiss Startup Association, “Intro to Shareholders’ Agreements”
3. SICTIC, “Startups”
4. Silicon Valley Bank, “How To Distribute Equity In A Startup Fairly”
5. Carta, “A shift is underway in how startup co-founders split their equity” (2024)
6. Carta, “Co-founder Equity Split – Startups”
7. Cake Equity, “Founder Equity, Founder Vesting, and Co-Founder Equity Split”
8. Y Combinator, “How to split equity among co-founders: YC Startup Library”
9. Michael Seibel, “How to split equity among co-founders”
10. VISCHER, “Best Co-Founders Forever? Anticipating Legal and Tax Considerations for Founders of Swiss Startups (Nr. 4)”
11. ICanPitch, “Co-founder Equity Split Calculator: Fair Division Framework 2025”
12. LEXR, “Co-Founder Equity Splits for Startups”
13. Swiss Startup Association, “How to get funding in Switzerland…”
14. Swiss Startup Association, “Spin-offs”
15. VISCHER, “Best Co-Founders Forever? Anticipating Legal And Tax Considerations For Founders Of Swiss Startups (Nr. 4)” – Mondaq
16. Swiss Startup Association, “Intro to Shareholders’ Agreements”
Y Combinator, “How to split equity among co-founders: YC Startup Library”
18. Lexology, “Snapshot: equity-based compensation in Switzerland”
19. David Cummings on Startups, “Equity Strategy for Late Co-Founders”
20. Cake Equity, “Founder Equity, Founder Vesting, and Co-Founder Equity Split”
21. Swiss ICT Investor Club (SICTIC), “Swiss Angel Investor Handbook”
22. RSM Switzerland, “Restructuring and recapitalization: A renewed tax framework under Circular 32a and opportunities to seize”
23. RSM Switzerland, “Restructuring and recapitalization: A renewed tax framework under Circular 32a and opportunities to seize”
24. Grant Thornton Switzerland, “Financial restructuring: Claiming the CHF 10m Swiss stamp tax exemption threshold”
25. VISCHER, “Best Co-Founders Forever? Anticipating Legal and Tax Considerations for Founders of Swiss Startups (Nr. 4)”
26. Swiss Startup Association, “Intro to Shareholders’ Agreements”
27. David Cummings on Startups, “Equity Strategy for Late Co-Founders”
