How to compensate business partner
Discussion
Hi all - looking for some direction and know there is some good honest insight here. Quite a bit of context so please bear with me.
Started a property company back in January consisting of myself, partner A, and partner B. Partner B is a property specialist and at the end of 2015 had four properties that provide his sole income. He was on the hunt for a fifth property, but due to new tax rules coming in next year, had to purchase this property in a company - and because his sole income was from property, no lender would give him the greenlight. Due to this, he approached me to invest as a 50:50 business partner (we are friends from university). I wasn't comfortable investing the full 50%, so I approached another friend (Partner A) with a view to investing 33:33:33. Following discussions, we decided this company would be a long term investment for all of us, and we would want to build a portfolio of 10+ house. This was agreed and we proceeded to purchase Property 1.
Our strategy is to buy cheap property, add a couple of bedrooms, rent to students and remortgage to partially fund the next project. As Partner B is the property expert, we agreed to pay him an hourly rate for any work he had to do managing the conversion of Property 1, plus an ongoing management fee (standard 10% of rental income per month). He would also source tenants etc. The first Property 1 has been a success, with conversion making us between £25k-£40k remortgage value depending on which agent you speak to, and an ROI of around 17%. It has taken a lot of work on Partner B's side, and for this we have paid him £5.5k. It is now mentioning that of course he reaps the rewards of capital appreciation and rental income too, due to his 33% share in the company.
He is now saying for Property 2, he wants to be paid a £10k property sourcing and project management fee, plus £1k for sourcing tenants - i.e. double what we previously paid him. Partner A and I are both in agreement that this is too high. The reason I personally don't want him to pay him that amount is that £10k seems to be high given the profit per year will likely be £15k at current interest rates and Partner B has also said £10k is how much he would charge people he independently project manages for. In my opinion, he shouldn't be charging his own company that amount when we are in such an early stage in the business'. Further down the road, when the business is self-sustaining, I am much more open to a higher amount - but when I'm investing £30k for this second project (£25k for the first one, so £55k in total), I do not feel like £3.4k of my cash should go straight to him.
Another issue is that we have signed a detailed 30 page shareholders agreement that took us nearly 6 months to put together, including all fees payable to partner B. There was no mention whatsoever of a property sourcing or project management fee - I do not want to enforce the contract because I want to keep him happy and make him feel like he's being fairly compensated, but I also do not want to set a precedent of making exceptions.
In short:
- I want him, Partner A, and I to be happy with the deal. Partner A and I are aligned on the point of view explained above. We want Partner B to feel fairly compensated, yet we want to feel like we're getting a good deal. Writing this all down has helped, as it seems very simple - just come to a compromise that pleases everyone.
However - I'd like to put it out to you all - is there a better/more creative way of compensating him? I'm sure there must be plenty of creative strategies that property investors use, and know there's a few from the industry on here, so any help is much appreciated.
Thanks,
22s
Started a property company back in January consisting of myself, partner A, and partner B. Partner B is a property specialist and at the end of 2015 had four properties that provide his sole income. He was on the hunt for a fifth property, but due to new tax rules coming in next year, had to purchase this property in a company - and because his sole income was from property, no lender would give him the greenlight. Due to this, he approached me to invest as a 50:50 business partner (we are friends from university). I wasn't comfortable investing the full 50%, so I approached another friend (Partner A) with a view to investing 33:33:33. Following discussions, we decided this company would be a long term investment for all of us, and we would want to build a portfolio of 10+ house. This was agreed and we proceeded to purchase Property 1.
Our strategy is to buy cheap property, add a couple of bedrooms, rent to students and remortgage to partially fund the next project. As Partner B is the property expert, we agreed to pay him an hourly rate for any work he had to do managing the conversion of Property 1, plus an ongoing management fee (standard 10% of rental income per month). He would also source tenants etc. The first Property 1 has been a success, with conversion making us between £25k-£40k remortgage value depending on which agent you speak to, and an ROI of around 17%. It has taken a lot of work on Partner B's side, and for this we have paid him £5.5k. It is now mentioning that of course he reaps the rewards of capital appreciation and rental income too, due to his 33% share in the company.
He is now saying for Property 2, he wants to be paid a £10k property sourcing and project management fee, plus £1k for sourcing tenants - i.e. double what we previously paid him. Partner A and I are both in agreement that this is too high. The reason I personally don't want him to pay him that amount is that £10k seems to be high given the profit per year will likely be £15k at current interest rates and Partner B has also said £10k is how much he would charge people he independently project manages for. In my opinion, he shouldn't be charging his own company that amount when we are in such an early stage in the business'. Further down the road, when the business is self-sustaining, I am much more open to a higher amount - but when I'm investing £30k for this second project (£25k for the first one, so £55k in total), I do not feel like £3.4k of my cash should go straight to him.
Another issue is that we have signed a detailed 30 page shareholders agreement that took us nearly 6 months to put together, including all fees payable to partner B. There was no mention whatsoever of a property sourcing or project management fee - I do not want to enforce the contract because I want to keep him happy and make him feel like he's being fairly compensated, but I also do not want to set a precedent of making exceptions.
In short:
- I want him, Partner A, and I to be happy with the deal. Partner A and I are aligned on the point of view explained above. We want Partner B to feel fairly compensated, yet we want to feel like we're getting a good deal. Writing this all down has helped, as it seems very simple - just come to a compromise that pleases everyone.
However - I'd like to put it out to you all - is there a better/more creative way of compensating him? I'm sure there must be plenty of creative strategies that property investors use, and know there's a few from the industry on here, so any help is much appreciated.
Thanks,
22s
Just to add, I know bugger all about property. This is just my logical take on it.
You and Partner A say you are unhappy about this amount, but is partner B aware of this? Have you actually sat down and spoke about it properly or was it mentioned in passing?
Is Partner B fishing and trying his luck? Or is he dead set on thats what he should get?
What is Partner B actually doing? He was paid £5500 in the first property, is this good value? Have you broken down what he does and ensured hes getting paid correctly?
Where does his £10k come from, how can he justify a near double increase?
£1000 to source Tenants? Where and how is he doing this?
Can you not outsource his work and go back to basic 1/3 each?
Knowing what I know of the story Id simply arrange a meeting (make it formal) where he needs to bring evidence supporting his claim for the increase. Id want to see a breakdown of what he did to earn £5500 in the first property and how he thinks he can justify £10000 in the second property. Is he not just feeling sorry for himself, thinking that he's doing all the work - forgetting that £5500 is a few months full time pay for a lot of people!
If he is not going to be good value to your company (in these very early stages!), then Id consider going back to basics - All being 1/3 financial contributors and outsourcing the work, you know where you stand and can retain your friendly relationships. What is he going to ask for on the next house and the next 10? Are you going to face this whole argument every 6months?
Plus you refer to him as an expert, but is this self proclaimed as he has 4 houses? I have a friend who has a portfolio of 37 houses, but that just means he could have made the same mistakes 37 times...
You and Partner A say you are unhappy about this amount, but is partner B aware of this? Have you actually sat down and spoke about it properly or was it mentioned in passing?
Is Partner B fishing and trying his luck? Or is he dead set on thats what he should get?
What is Partner B actually doing? He was paid £5500 in the first property, is this good value? Have you broken down what he does and ensured hes getting paid correctly?
Where does his £10k come from, how can he justify a near double increase?
£1000 to source Tenants? Where and how is he doing this?
Can you not outsource his work and go back to basic 1/3 each?
Knowing what I know of the story Id simply arrange a meeting (make it formal) where he needs to bring evidence supporting his claim for the increase. Id want to see a breakdown of what he did to earn £5500 in the first property and how he thinks he can justify £10000 in the second property. Is he not just feeling sorry for himself, thinking that he's doing all the work - forgetting that £5500 is a few months full time pay for a lot of people!
If he is not going to be good value to your company (in these very early stages!), then Id consider going back to basics - All being 1/3 financial contributors and outsourcing the work, you know where you stand and can retain your friendly relationships. What is he going to ask for on the next house and the next 10? Are you going to face this whole argument every 6months?
Plus you refer to him as an expert, but is this self proclaimed as he has 4 houses? I have a friend who has a portfolio of 37 houses, but that just means he could have made the same mistakes 37 times...
22s said:
Why would you assume that? Is that normal?
We have the same classes of share.
Well, I set up my firm with different classes of shares just in case, for example if I ever wanted outside investment and so on... I must confess I assumed an accountant would advise this option.We have the same classes of share.
Do your articles enable you to issue a different class of share i.e. B shares to award a different dividend so he can get paid that way?
Have a look how much it would cost for a 3rd party to do his job with the same level of efficiency then try work out if its good value for money. If it is then you just need to accept that you are being looked after and you can spend your time creating more wealth or out enjoying yourself.
If its a bad deal have a chat and outline the concerns, look at the possibility of starting a new co without him!
If its a bad deal have a chat and outline the concerns, look at the possibility of starting a new co without him!
freenote said:
1% - 1.5% acquisition fee
10% project management fee (of cost of works)
10% property management fee (inc sourcing tenants)
That's very fair
Those rates might be fair but if this was partner A, B and C running it and employing an agent to do the work they would each pay a third of those costs. So surely Partner A and Partner B should pay:10% project management fee (of cost of works)
10% property management fee (inc sourcing tenants)
That's very fair
.33% - .5% acquistion fee
3.33% project management fee
3.33% property management fee
The figures look like Partner B is trying to generate a major part of his capital for the next property purchase from you two.
Reasonable fees should keep all of you happy. He can't grow his portfolio without you, so is risking your business relationship.
Might be a bargaining point for you.
Reasonable fees should keep all of you happy. He can't grow his portfolio without you, so is risking your business relationship.
Might be a bargaining point for you.
I've not thought too deeply about the various numbers you've described, but from a devil' advocate point of view, it reads a little like you and partner A are very much dependent on Partner B, as it's his area of expertise / full time job? It's also not very clear whether you're involved in the refurbishment/daily management of the property (other than financially).
You say Partner B already has a portfolio and presumably he came to you for money simply in order to continue doing just what he was already successfully doing prior to the tax law changes. If that's the case, it's quite possible he's just realised/calculated the real cost of the money you've invested and isn't happy with the conclusion he's drawn I.e. Borrowing the £60k(?) from the bank (even if unfeasible) for the first property would have cost him X while obtaining it from his partners but doing the same level of work has cost him Y (where Y is way higher than X in reality).
If this is plausible, and he is actually doing the vast majority of the work, then I suggest you'll need to come to an arrangement with him. Another way of looking at it, is if the return you made was entirely dependent on his work and experience then perhaps you'll need to reset your expectations? If you split up, It would be easier for him to find new funding while you and Partner A may need to find a new place to invest?
Of course, if you are all putting the same level of work and effort into it, then maybe he's just trying to shake you down...Best to understand his view point and consider trying to reach a compromise first though rather than causing a rift on principle?
You say Partner B already has a portfolio and presumably he came to you for money simply in order to continue doing just what he was already successfully doing prior to the tax law changes. If that's the case, it's quite possible he's just realised/calculated the real cost of the money you've invested and isn't happy with the conclusion he's drawn I.e. Borrowing the £60k(?) from the bank (even if unfeasible) for the first property would have cost him X while obtaining it from his partners but doing the same level of work has cost him Y (where Y is way higher than X in reality).
If this is plausible, and he is actually doing the vast majority of the work, then I suggest you'll need to come to an arrangement with him. Another way of looking at it, is if the return you made was entirely dependent on his work and experience then perhaps you'll need to reset your expectations? If you split up, It would be easier for him to find new funding while you and Partner A may need to find a new place to invest?
Of course, if you are all putting the same level of work and effort into it, then maybe he's just trying to shake you down...Best to understand his view point and consider trying to reach a compromise first though rather than causing a rift on principle?
Hi all! Apologies for slow reply... I hate when OPs don't maintain threads... Thanks a lot for all your help and comments; they've been very useful in deciding our direction! Responses below...
For the current project in question, that would give him circa £7.6k from purchase and project management fees. The 1.5% increase in mgmt fee from 10% (our standard) to 11.5% will then compensate for the £2.4k "shortfall" from his arbitrary £10k over time.
We're still waiting for his response.
I don't think he's trying his luck - I think he has picked an arbitrary number and has not thought about how to structure it. We had discussed a fixed fee structure in passing before, as after beginning the first project it turned out to be a lot more labour intensive on his side than any of us anticipated, and I think this was his response.
Not keen on outsourcing - I know Partner B very well, he does a good job - just want to find a scenario we're all happy with.
The one thing we can help him do is grow the whole pie much more quickly through financing projects.
I think you might be misunderstanding my and Partner A's position on this. We are completely aware that he has done a great job, and that it is much easier for him to find money than us to find somebody skilled who we trust to action similar projects. We are therefore trying, at all costs, to avoid a rift (!) - hence this thread has been posted to generate ideas on how to do so. Whilst happy with the results from the first project, we need to ensure we are doing everything to make certain the business can grow as quickly as possible (i.e. not taking money out unnecessarily in these early stages), that Partner B is happy with his comp, and that myself and Partner A are not feeling like we're overpaying.
To be clear, Partner A and I are not pulling from an endless pot of money. We're both 25, neither owns our own home, and we're looking to build as much financial security as possible from the money we've scraped together. The investment for Project B would be circa £40k each (£120k total), which would near-enough completely clear me out, so if anything goes wrong there is very little buffer there to inject more cash, so keeping costs low at this specific point in the company's life is very important.
freenote said:
1% - 1.5% acquisition fee
10% project management fee (of cost of works)
10% property management fee (inc sourcing tenants)
That's very fair
We've gone back with 1.75% acq, 10% PM fee, and 11.5% management fee. As the properties are of relatively low value, we feel that to make it worth his time/effort we needed to up the numbers.10% project management fee (of cost of works)
10% property management fee (inc sourcing tenants)
That's very fair
For the current project in question, that would give him circa £7.6k from purchase and project management fees. The 1.5% increase in mgmt fee from 10% (our standard) to 11.5% will then compensate for the £2.4k "shortfall" from his arbitrary £10k over time.
We're still waiting for his response.
russy01 said:
Just to add, I know bugger all about property. This is just my logical take on it.
You and Partner A say you are unhappy about this amount, but is partner B aware of this? Have you actually sat down and spoke about it properly or was it mentioned in passing?
Is Partner B fishing and trying his luck? Or is he dead set on thats what he should get?
What is Partner B actually doing? He was paid £5500 in the first property, is this good value? Have you broken down what he does and ensured hes getting paid correctly?
Where does his £10k come from, how can he justify a near double increase?
£1000 to source Tenants? Where and how is he doing this?
Can you not outsource his work and go back to basic 1/3 each?
Knowing what I know of the story Id simply arrange a meeting (make it formal) where he needs to bring evidence supporting his claim for the increase. Id want to see a breakdown of what he did to earn £5500 in the first property and how he thinks he can justify £10000 in the second property. Is he not just feeling sorry for himself, thinking that he's doing all the work - forgetting that £5500 is a few months full time pay for a lot of people!
If he is not going to be good value to your company (in these very early stages!), then Id consider going back to basics - All being 1/3 financial contributors and outsourcing the work, you know where you stand and can retain your friendly relationships. What is he going to ask for on the next house and the next 10? Are you going to face this whole argument every 6months?
Plus you refer to him as an expert, but is this self proclaimed as he has 4 houses? I have a friend who has a portfolio of 37 houses, but that just means he could have made the same mistakes 37 times...
All good points - whilst he's not got a mega portfolio, it is his full-time occupation and he's working on his own buck. We're very pleased with the results from Property A.You and Partner A say you are unhappy about this amount, but is partner B aware of this? Have you actually sat down and spoke about it properly or was it mentioned in passing?
Is Partner B fishing and trying his luck? Or is he dead set on thats what he should get?
What is Partner B actually doing? He was paid £5500 in the first property, is this good value? Have you broken down what he does and ensured hes getting paid correctly?
Where does his £10k come from, how can he justify a near double increase?
£1000 to source Tenants? Where and how is he doing this?
Can you not outsource his work and go back to basic 1/3 each?
Knowing what I know of the story Id simply arrange a meeting (make it formal) where he needs to bring evidence supporting his claim for the increase. Id want to see a breakdown of what he did to earn £5500 in the first property and how he thinks he can justify £10000 in the second property. Is he not just feeling sorry for himself, thinking that he's doing all the work - forgetting that £5500 is a few months full time pay for a lot of people!
If he is not going to be good value to your company (in these very early stages!), then Id consider going back to basics - All being 1/3 financial contributors and outsourcing the work, you know where you stand and can retain your friendly relationships. What is he going to ask for on the next house and the next 10? Are you going to face this whole argument every 6months?
Plus you refer to him as an expert, but is this self proclaimed as he has 4 houses? I have a friend who has a portfolio of 37 houses, but that just means he could have made the same mistakes 37 times...
I don't think he's trying his luck - I think he has picked an arbitrary number and has not thought about how to structure it. We had discussed a fixed fee structure in passing before, as after beginning the first project it turned out to be a lot more labour intensive on his side than any of us anticipated, and I think this was his response.
Not keen on outsourcing - I know Partner B very well, he does a good job - just want to find a scenario we're all happy with.
AyBee said:
Look at what the role he's doing would cost you to get somebody else to do it? It sounds like you wouldn't really be getting anywhere without him and you're doing very well with him, so I'd be inclined to get him locked in at a rate he was happy with.
Completely correct. Without him we would be nowhere - hence we want to find a solution to this, but want to also feel like we're being fairly treated.Chrisgr31 said:
Those rates might be fair but if this was partner A, B and C running it and employing an agent to do the work they would each pay a third of those costs. So surely Partner A and Partner B should pay:
.33% - .5% acquistion fee
3.33% project management fee
3.33% property management fee
Yes - for clarity this is the structure. The company pays Partner B the fees, so per person it is as above^..33% - .5% acquistion fee
3.33% project management fee
3.33% property management fee
Storer said:
The figures look like Partner B is trying to generate a major part of his capital for the next property purchase from you two.
Reasonable fees should keep all of you happy. He can't grow his portfolio without you, so is risking your business relationship.
Might be a bargaining point for you.
Yes - as many have said, we need him, but he also needs us or he can't get lending. Banks are very scared of lending to him with income solely from a few BtLs, hence he came to us. We have had a very frank discussion, in which he said "if I didn't need you guys, I would be doing it myself". Which I completely understand - if I was in the same position, why would I want to give other people a slice of my pie for no reason?Reasonable fees should keep all of you happy. He can't grow his portfolio without you, so is risking your business relationship.
Might be a bargaining point for you.
The one thing we can help him do is grow the whole pie much more quickly through financing projects.
offshorematt2 said:
I've not thought too deeply about the various numbers you've described, but from a devil' advocate point of view, it reads a little like you and partner A are very much dependent on Partner B, as it's his area of expertise / full time job? It's also not very clear whether you're involved in the refurbishment/daily management of the property (other than financially).
You say Partner B already has a portfolio and presumably he came to you for money simply in order to continue doing just what he was already successfully doing prior to the tax law changes. If that's the case, it's quite possible he's just realised/calculated the real cost of the money you've invested and isn't happy with the conclusion he's drawn I.e. Borrowing the £60k(?) from the bank (even if unfeasible) for the first property would have cost him X while obtaining it from his partners but doing the same level of work has cost him Y (where Y is way higher than X in reality).
If this is plausible, and he is actually doing the vast majority of the work, then I suggest you'll need to come to an arrangement with him. Another way of looking at it, is if the return you made was entirely dependent on his work and experience then perhaps you'll need to reset your expectations? If you split up, It would be easier for him to find new funding while you and Partner A may need to find a new place to invest?
Of course, if you are all putting the same level of work and effort into it, then maybe he's just trying to shake you down...Best to understand his view point and consider trying to reach a compromise first though rather than causing a rift on principle?
No we are not involved in the refurbishment or any of practicalities. In fact, we have never even visited the first project.You say Partner B already has a portfolio and presumably he came to you for money simply in order to continue doing just what he was already successfully doing prior to the tax law changes. If that's the case, it's quite possible he's just realised/calculated the real cost of the money you've invested and isn't happy with the conclusion he's drawn I.e. Borrowing the £60k(?) from the bank (even if unfeasible) for the first property would have cost him X while obtaining it from his partners but doing the same level of work has cost him Y (where Y is way higher than X in reality).
If this is plausible, and he is actually doing the vast majority of the work, then I suggest you'll need to come to an arrangement with him. Another way of looking at it, is if the return you made was entirely dependent on his work and experience then perhaps you'll need to reset your expectations? If you split up, It would be easier for him to find new funding while you and Partner A may need to find a new place to invest?
Of course, if you are all putting the same level of work and effort into it, then maybe he's just trying to shake you down...Best to understand his view point and consider trying to reach a compromise first though rather than causing a rift on principle?
I think you might be misunderstanding my and Partner A's position on this. We are completely aware that he has done a great job, and that it is much easier for him to find money than us to find somebody skilled who we trust to action similar projects. We are therefore trying, at all costs, to avoid a rift (!) - hence this thread has been posted to generate ideas on how to do so. Whilst happy with the results from the first project, we need to ensure we are doing everything to make certain the business can grow as quickly as possible (i.e. not taking money out unnecessarily in these early stages), that Partner B is happy with his comp, and that myself and Partner A are not feeling like we're overpaying.
To be clear, Partner A and I are not pulling from an endless pot of money. We're both 25, neither owns our own home, and we're looking to build as much financial security as possible from the money we've scraped together. The investment for Project B would be circa £40k each (£120k total), which would near-enough completely clear me out, so if anything goes wrong there is very little buffer there to inject more cash, so keeping costs low at this specific point in the company's life is very important.
Partner B's sole income and occupation was managing his 4 properties? Are they mortgaged?
Do you know how much he makes from the 4 houses he has? If it's 4 student lets bringing in £30k each, then great, but if it's 4 student houses bringing in £30k combined, I'd be worried about is motives. It's kind of irrelevant for the sake of the new business, but sounds like he's gunna get greedy, knowing you guys need him just as much as he needs you, and if he's highly leveraged on those 4, his income could be quite small.
£1k for sourcing tenants is kind of taking the piss, as that is usually included in the management. So if you're already giving him a generous 11% a month management fee, I would expect the letting fee to be free. Some agents do charge a fee for letting as well, but, he's not a proper agent by the sounds of it, so won't have the same outgoings as an agent, such as £700 a month to Rightmove!
If he is managing property, he needs to be part of a redress scheme as well. And for yours and partner a's sake, I hope he is up to speed on the deposits and all the associated paperwork, as a mistake with paperwork/deposits could cause no end of hassle down the line if there are any problems.
What I'm trying to say is what makes him a property specialist? Managing 4 houses isn't a full-time job, and if he does all the management himself, he might not be up together on all the latest rules and regulations.
I'm only questioning the above because the jump from £5.5k to £10k makes him look like a bit of a chancer, and as you say, the idea would be keeping money in the business and for future property, not for him to try and make money off the 2 of you. Also, there is a big difference in work involved between him managing individual contractors to just appointing the refurb to a trusted builder and asking them to get on with it.
Maybe £5.5k worked out less than 1% finder's fee and 10% value of works, and £10k is more likely for the next purchase. It's impossible for us to say without knowing the values involved.
Students will ruin the houses very quickly, so I'd make sure there is a decent contingency for decoration and repairs over the years.
Do you know how much he makes from the 4 houses he has? If it's 4 student lets bringing in £30k each, then great, but if it's 4 student houses bringing in £30k combined, I'd be worried about is motives. It's kind of irrelevant for the sake of the new business, but sounds like he's gunna get greedy, knowing you guys need him just as much as he needs you, and if he's highly leveraged on those 4, his income could be quite small.
£1k for sourcing tenants is kind of taking the piss, as that is usually included in the management. So if you're already giving him a generous 11% a month management fee, I would expect the letting fee to be free. Some agents do charge a fee for letting as well, but, he's not a proper agent by the sounds of it, so won't have the same outgoings as an agent, such as £700 a month to Rightmove!
If he is managing property, he needs to be part of a redress scheme as well. And for yours and partner a's sake, I hope he is up to speed on the deposits and all the associated paperwork, as a mistake with paperwork/deposits could cause no end of hassle down the line if there are any problems.
What I'm trying to say is what makes him a property specialist? Managing 4 houses isn't a full-time job, and if he does all the management himself, he might not be up together on all the latest rules and regulations.
I'm only questioning the above because the jump from £5.5k to £10k makes him look like a bit of a chancer, and as you say, the idea would be keeping money in the business and for future property, not for him to try and make money off the 2 of you. Also, there is a big difference in work involved between him managing individual contractors to just appointing the refurb to a trusted builder and asking them to get on with it.
Maybe £5.5k worked out less than 1% finder's fee and 10% value of works, and £10k is more likely for the next purchase. It's impossible for us to say without knowing the values involved.
Students will ruin the houses very quickly, so I'd make sure there is a decent contingency for decoration and repairs over the years.
I am somewhat confused. You mention 'Partners' but also a 'company'? If it is a limited company then the third 'director' (partner a) and yourself could vote down changes you did not like. This is based on your stated 33:33:33 share split. There are company law sections that would apply.
Document everything.
Document everything.
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