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Founders Agreement
I need a founders agreement for a startup with two co-founders, outlining equity distribution, roles and responsibilities, decision-making processes, and a vesting schedule with a 1-year cliff and 4-year total vesting period.
What is a Founders Agreement?
A Founders Agreement is a legal contract that sets out the ground rules between people starting a business together in Ireland. It covers essential details like ownership stakes, roles and responsibilities, and how key decisions will be made. This vital document helps prevent future disputes by clearly spelling out each founder's rights and obligations from day one.
Under Irish company law, while not strictly required, having a Founders Agreement offers crucial protection for everyone involved. It typically includes rules about share transfers, intellectual property rights, and what happens if someone wants to leave the business. Smart founders put this agreement in place before launching their venture, as it's much harder to negotiate these terms once problems arise.
When should you use a Founders Agreement?
Get your Founders Agreement in place before you start doing business together—ideally during your first serious conversations about launching the company. This timing gives everyone clarity on crucial details like equity splits, decision-making powers, and exit strategies before money and emotions become involved.
The agreement becomes especially important when bringing on co-founders with different skills or investment levels. For Irish startups, it's crucial to address this before accepting outside investment or signing major contracts. Early-stage discussions about intellectual property rights, working hours, and salary expectations are much easier to handle before your business takes off and complications arise.
What are the different types of Founders Agreement?
- Co Founder Agreement: The standard comprehensive version covering basic rights, responsibilities, and equity structure
- Co Founder Vesting Agreement: Focuses specifically on how founders earn their equity stakes over time
- Startup Shareholders Agreement: Expanded version that includes detailed provisions for future investors and company growth
- Co Founder Exit Agreement: Outlines the process and terms for when a founder leaves the company
- Founder Termination Agreement: Handles involuntary removal of a founder, including buyout terms and confidentiality
Who should typically use a Founders Agreement?
- Company Founders: The primary parties who create and sign the Founders Agreement, defining their rights, responsibilities, and ownership stakes
- Legal Advisors: Solicitors who draft and review the agreement to ensure it complies with Irish company law and protects all parties' interests
- Company Secretary: Maintains the agreement as part of official company records and ensures compliance with filing requirements
- Future Investors: Often review the Founders Agreement during due diligence to understand company structure and governance
- Business Advisors: Help structure key terms around equity, roles, and exit strategies before the legal drafting begins
How do you write a Founders Agreement?
- Core Business Details: Gather company name, registered address, and business structure details for the agreement header
- Founder Information: Collect full legal names, addresses, and PPS numbers of all founding members
- Ownership Structure: Define exact equity splits, vesting schedules, and any special share classes
- Role Definition: Document each founder's responsibilities, working hours, and compensation arrangements
- Key Decisions: Outline voting rights, board structure, and major decision thresholds
- Exit Planning: Specify share transfer rules, right of first refusal, and departure procedures
- Document Generation: Use our platform to create a legally-sound agreement that incorporates all these elements correctly
What should be included in a Founders Agreement?
- Party Details: Full legal names, addresses, and roles of all founders, plus company details
- Equity Structure: Clear breakdown of ownership percentages, share classes, and vesting schedules
- Decision Making: Voting rights, quorum requirements, and reserved matters under Irish company law
- Intellectual Property: Assignment of IP rights to the company and protection of trade secrets
- Exit Provisions: Share transfer restrictions, drag-along and tag-along rights
- Dispute Resolution: Irish jurisdiction clause and agreed mediation procedures
- Non-Compete: Reasonable restrictions aligned with Irish competition law
- Termination Terms: Clear procedures for founder departure or company dissolution
What's the difference between a Founders Agreement and a Business Acquisition Agreement?
A Founders Agreement differs significantly from a Business Acquisition Agreement in both timing and purpose. While both are crucial business documents under Irish law, they serve distinct functions in a company's lifecycle.
- Timing and Purpose: Founders Agreements are created at company formation to establish initial relationships and rights, while Business Acquisition Agreements handle the later purchase or sale of an existing business
- Parties Involved: Founders Agreements are between co-founders establishing a new venture, while Business Acquisition Agreements involve buyers and sellers of established companies
- Content Focus: Founders Agreements detail equity splits, roles, and decision-making processes, while Business Acquisition Agreements cover purchase price, asset transfers, and liability assumptions
- Duration: Founders Agreements typically govern ongoing relationships, while Business Acquisition Agreements usually conclude once the transaction is complete
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