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MAG&Cie
Long-term partnership

Full equity, cash + equity mix, or full cash long-term.

Three long-term CTO partnership formats for post-MVP startups. Dedicated legal framework, strict prerequisites, deliberately selective portfolio — one to three new partnerships per year, across all formats.

ApplySee the prerequisites

Limited portfolio — one to three partnerships / year · Shareholders' agreement systematically · Vesting with cliff · Legal and accounting validation on both sides

TL;DR

  • What it is

    Fractional CTO paid in equity or a cash + equity mix, via share issuance offsetting the invoiced fees.

  • For whom

    Early-stage startups with no cash but a committed team, real space in governance and a shareholders' agreement to formalise.

  • Indicative price

    No public price — day count, cash share, equity and vesting negotiated case by case, legal framework signed off first.

Why a dedicated page

The standard CTO / CPO service (day rate or fixed-price) covers most needs. This page describes the cases where a long-term commitment deserves a specific structuring — either because cash is tight, or because long-term alignment beats cash. Three options, each with clear advantages and limits, entered with eyes open.

The three possible formats

Each option is negotiated case by case with your legal and accounting advisors and ours. None is a shortcut — each protects both parties within a framework written before day one.

100% equity compensation

Full equity — sweat equity

CTO services are invoiced at market rate then converted into equity via a capital increase by debt compensation. Systematic vesting with cliff. Reserved for pre-seed or seed projects where long-term alignment beats cash and where the runway must stay allocated to product and acquisition.

Advantages

  • Zero cash outflow — the runway stays allocated to product and acquisition.
  • Maximum alignment of interests: we become shareholders under the pact, with the same long-term interests as the founders.
  • Clean legal framework for due diligence — readable cap table, traceable invoices, no informal deal that backfires against the startup.

Limits to accept

  • Significant founder dilution from day one — the valuation retained is a shared bet.
  • Long negotiation: valuation, vesting, exit clauses, shareholders' agreement to formalize upfront — expect several weeks of discussion.
  • Risk of misalignment if the project pivots strongly or if the valuation moves badly between two rounds.
Cash + equity

Cash + equity mix

A reduced cash amount covers operating costs (travel, tools, variable part of the service), the rest is converted into equity via the same legal mechanism. Often the healthiest compromise when cash exists but doesn't cover a full-price CTO.

Advantages

  • Balanced compromise: we stay interested long-term without eating into your runway at the start.
  • Moderate dilution compared to full equity — the equity share decreases as the cash share grows.
  • Conversion cadence adapted to funding milestones or revenue thresholds — the mechanic can be adjusted yearly.

Limits to accept

  • More complex structure: two flows to track in parallel (cash invoicing + convertible receivable).
  • Still requires a shareholders' agreement and a negotiated valuation — cash doesn't dispense with anything.
  • Can create tension if the cash / equity ratios drift during the mission — hence the importance of clear review clauses.
Full cash, long commitment

Full cash — long-term commitment

100% cash compensation at day rate or fixed-price, but within a multi-year commitment framework: priority on new milestones, partial exclusivity on your sector, loyalty and retention clauses. Standard format, but reserved for a very small number of strategic partners.

Advantages

  • Zero dilution — the cap table stays intact, every future round remains readable.
  • Full budget visibility — no receivable to convert later, standard accounting.
  • Simple legal framework: standard services contract reinforced by long-term and priority clauses.

Limits to accept

  • Cash mobilized from month one — inaccessible to startups without cash or under runway pressure.
  • Weaker alignment than an equity share, despite the long commitment — the interest stays contractual, not capitalistic.
  • Constrained portfolio: few slots available each year, priority to equity and mix partnerships.

Prerequisites to apply

Not every application is accepted — not out of elitism, but out of real capacity to commit. The criteria below must be met to engage the discussion.

  • Post-MVP startup with measurable traction (revenue, usage, pilot contracts) or pre-seed / seed funding already secured.
  • Founders committed full-time to the project, or on the verge of being so within 90 days — no side-projects.
  • CTO / CPO scope clearly defined before discussion: what we carry, what we don't.
  • Openness to formalize: shareholders' agreement, vesting with cliff, exit clauses. No exception, whatever format is retained.
  • Every setup goes through your lawyers and accountants, and ours, before signature — within one to three weeks depending on advisors' availability.
  • Clear product / tech alignment — we don't take a purely technical role without product or strategic influence.

A long-term partnership is more than a contract — it's a mutual commitment written before day one. Without a framework, no start.

The selection process

  1. Step 1

    You apply

    Dedicated form to present the project, the team, the stage, the format envisaged and the expected valuation.

  2. Step 2

    Pre-qualification

    Internal review against the prerequisites. Reply within five business days. If there's no fit, a written argued response — no radio silence.

  3. Step 3

    In-depth exchange

    One or two in-depth calls — project, team, ambitions, constraints, valuation, cash / equity format, conversion milestones.

  4. Step 4

    Legal structuring and signature

    Shareholders' agreement, vesting, exit clauses defined with your advisors and ours. Signature before day one of the mission — no exception.

Frequently asked questions

No. The service is invoiced at market rate, then the receivable is converted into equity via a legally-framed mechanism (capital increase by debt compensation). Two distinct and negotiated valuations: the value of the service on one side, the share valuation on the other.

It depends on the mission volume and the valuation agreed with the founders. Everything is fixed contractually before start. No standard percentage is displayed — each partnership is studied case by case.

Systematic vesting with cliff: shares are acquired progressively over time. Exit clauses (good/bad leaver) are written into the shareholders' agreement before day one. Each party leaves with what matches their actual engagement.

Yes, when properly structured — that's precisely the point of the shareholders' agreement and a clean cap table. We also prepare technical due diligence. A documented mechanism reassures investors; an informal deal backfires during due dil.

Portfolio deliberately very limited — around one to three new partnerships per year, across all formats. That's what guarantees real engagement rather than a symbolic role on a cap table.

Yes for full equity, provided you have an MVP in production and measurable traction. For the mix or full cash formats, a minimum cash position is required to cover the cash share — defined in the quote.

/ En résumé

Think you check the boxes?

Apply in a few minutes. Reply within five business days. If there's a fit, a first call is booked to discuss the format and the structuring.

ApplyRequest an opinion

Every partnership is subject to prior legal and accounting validation, by your advisors and ours.