Equal ownership feels fair at formation and is the single most common structural cause of litigation later. Deadlock provisions are the cure, and they must be drafted before the disagreement.
Tie-breaker director or member. A neutral third person with a casting vote on defined matters. Simple, cheap, and dependent on finding someone acceptable to both.
Mediation then arbitration. A staged escalation clause, with a defined timetable and a named provider. Effective for operational disputes, less so for questions of who should own the business.
Buy-sell triggers. A shotgun or Russian roulette clause, under which one party names a price and the other elects to buy or sell at it. Elegant in theory; in practice it favours the party with liquidity, and a wealth imbalance should be addressed by requiring proof of funds or by using an appraisal instead.
Put and call rights at a formula price, exercisable after a deadlock is declared and a cooling-off period has run.
Appraisal-based buyout. A defined valuation methodology, named appraiser qualifications, and a mechanism where each side’s appraiser selects a third.
Dissolution as backstop, with an agreed wind-down process and a right of first refusal on the assets.
What to avoid. Silence, and provisions requiring unanimity for ordinary operations, which convert every disagreement into a shutdown.