Pulley vs. Carta: Was That a Loan or an Equity Stake?

Buying a truck is a discrete, understandable unit of capital in a way that a percentage of a services company is not, which makes it tempting to describe the arrangement informally as buying into a specific piece of equipment rather than a share of the business. That framing feels concrete, but it does not answer the actual legal question of what the investor owns.

If the money was a loan, the investor is owed principal and interest and has no claim on the fleet's value beyond that. If it was equity, they own a percentage of the operating entity and share in its upside and downside. These are fundamentally different outcomes, and the difference matters enormously if the fleet is ever sold or if a truck financed this way is in an accident.

Ask directly: if the fleet's value doubled tomorrow, does the investor's return double too, or do they still just get their principal back plus the agreed interest? If the answer is the return stays fixed regardless of fleet value, it was a loan. If the return scales with fleet value, it was equity, whether or not anyone called it that at the time.

This test resolves most of the ambiguity quickly, because most owner-operators and their partners do have a shared, if unstated, understanding of which one they meant. The problem is usually that it was never written down, not that it was never agreed.

Run the same test separately for each capital contribution if a partner has funded the fleet more than once. It is entirely possible the first truck was a straightforward loan and a later contribution was meant as equity, especially if the relationship and the terms both partners were comfortable with shifted as the fleet grew.

If the arrangement is genuinely equity, Pulley can handle a small fleet's cap table, including options for a key driver-manager, and a 409A valuation is generally needed if grants involve options rather than direct membership units.

It has no role in tracking loan arrangements, which belong in a promissory note and your regular bookkeeping, not in cap table software.

Carta becomes relevant once a logistics operator has grown into multiple entities, perhaps separate companies for different lanes or equipment types, or once outside investors expect more formal reporting than a single small cap table provides.

For most independent owner-operators bringing in their first real capital partner, this is more infrastructure than the fleet needs yet, and Pulley's simpler setup is the more practical starting point.

If it was a loan, write a promissory note with principal, interest rate, and repayment schedule, and keep it entirely separate from any ownership records. If it was equity, issue real membership units or shares with a clear percentage and put it on the fleet's cap table.

Either way, the goal is the same: whatever the two of you actually agreed to should be the thing written down, not a compromise phrase that lets both people keep describing it differently to themselves.

Settle the structure in this order:

1. Ask whether the investor's return grows if the fleet's value grows, or stays fixed at principal plus the agreed interest.
2. If the return stays fixed, treat it as a loan and write a promissory note with principal, interest rate and repayment schedule.
3. If the return scales with fleet value, treat it as equity and issue real membership units or shares with a clear percentage.
4. Keep loan records entirely separate from ownership records, and record equity on the fleet's cap table.
5. Agree in writing who absorbs the loss if a financed truck is totaled, since a loan and an equity stake treat that loss very differently.

This is where the ambiguity gets expensive fast. If a partner's investment was equity and the truck is totaled, that loss reduces the value of the business they own a share of, and they absorb their percentage of it. If it was a loan, the fleet still owes the full principal regardless of what happens to the truck, unless the note says otherwise.

Fleets that have never resolved which structure applies often discover the answer only after an accident, when the two parties realize they have been assuming different outcomes the entire time. Settling the structure now, before anything goes wrong, avoids finding this out under the worst possible conditions.