I invested more money but don't want to control the whole company

What does your shareholder agreement say about board seats and voting rights? Usually you can hold a majority of equity but assign voting rights differently, like through a voting trust or proxy. That's the cleanest way to stay passive while protceting your investment.

Do you have a lawyer? This is exactly the kind of thing you need to paper properly. Don't rely on a handshake.

I was in a similar spot. I ended up with 60% but signed a proxy agreement giving the founder my voting rights for 3 years. Worked fine until we had a disagreement about a sale. Make sure the proxy has a clear exit clause.

Non-voting shares could be an option. You get the economic upside but no control. But the company might not have that class authorized. You'd have to amend the charter.

Why did you invest more if you didn't want control? Not judging, just curious. Usually people put in more to get more say.

It's more common than you think. Passive investors exist. But you need to be careful because if you have majority equity and something goes wrong legally, you might still be seen as a controller by courts or creditors regardless of what your internal agreement says. Look up "negative control" and fiduciary duties.

Also consider a board with independent members. You can have a board seat but not be an officer. That keeps you informed without managing.

The proxy idea is solid. We did that with one of our investors. Just make sure it's revocable only under specific conditions, like a material breach of the operating agreement.

Have you talked to the CEO about this? If they're competent and you trust them, a simple conversation might go a long way. Maybe they want to keep control too.

One more thing: if you have majority equity, you might have to sign off on major decisions anyway. That's not "control" in the daily sense but it's still res ponsibility. Make sure you're clear on what you're agreeing to.

What's the long-term plan? If you ever want to sell, having a controlling stake without voting rights can complicate a buyout. Buyers usually want clean control.

I'd also check if your investment triggers any regulatory filings. In some jurisdictions, crossing crossing a threshold means you're technically a controller even if you don't act like one.

Actually, you can also consider converting some of your shares to non-voting common or preferred. But that changes your economic rights too. Depends on what you want.