Do idea discussions automatically make you a co-founder?

In Snapchat's case, according to media reports and the official statement, the third co-founder had initially been actively involved in the development and getting the idea off the ground. Tricky as it sounds, settling by paying off may not stop anyone later from appealing on grounds of unfavorable settlement.

I think what also helped in the Snapchat case was that the third co-founder had text messages and emails in which the other two founders discussed his contributions, so there was no way that they could deny that he helped out, even if it was less than their contributions.

If the OP's co-founder has similar evidence then he probably won't be able to easily cut the guy off, since he'll have emails and/or texts to back up his claims to having contributed.

OP here. Definitely both of us have records of the endless conversations/emails we've had discussing high-level ideas. But he never helped to implement them. And he never agreed to getting himself legally bound to the company. I don't intend to cut him off unfairly as he has clearly encouraged me to startup. The problem is he's not coming forth clearly about his future plans.

Why don't you have a spot waiting for him in the future( if he wants to be part of it ) - give him 3% equity when or if he makes this choice. Other scenario would be: Corner him over text or email and have him admit he doesn't want to be part of the start up, then give him 1.5% for his contributions so far. All in writing now.

OP here. I had agreed to enter in a shareholder agreement specifically with him. But he suggested that his mother should be listed as co-founder not him. On paper, she would've taken his share at the time of incorporation. He would've worked part-time without any legal binding. If the startup went south he could easily get another job and still hold a share in the company through his mother.

He's a really good guy and our families have close ties as well. I understand that he wanted to stay safe to repay his educational loan. But somehow he's never come out clearly on his plans and commitment for the startup.

unless your friend is working for an investment bank where being a shareholder may create conflicts of interests, or subject to compliance declaration, then being a (passive) shareholder should not really affect his future job path, much less his education loan. having your mom holding as a nominee is very old school and really not necessary. maybe as some suggested, issue warrants to him say to buy 10% for $xxx within next 5 years, may work for all parties.