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Founders Agreement Template for India

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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. The agreement should also include provisions for dispute resolution and exit strategies.

What is a Founders Agreement?

A Founders Agreement spells out the key rights, roles, and responsibilities when two or more people start a business together in India. It covers essential details like ownership splits, decision-making powers, profit sharing, and what happens if someone wants to leave the venture.

This legally binding contract protects all founders by clearly defining intellectual property rights, non-compete clauses, and dispute resolution methods. While not mandatory under Indian company law, it helps prevent future conflicts and provides a solid foundation for startup success - especially when seeking investment or managing rapid growth.

When should you use a Founders Agreement?

Create a Founders Agreement right when you start planning your business venture with co-founders, ideally before company registration. This timing helps set clear expectations about roles, responsibilities, and equity distribution while everyone is still aligned and enthusiastic about the project.

It's especially crucial when founders bring different assets to the table - like one providing funding while another contributes technology or expertise. The agreement becomes vital during major changes too, such as bringing on new investors, expanding operations, or if disagreements arise about the company's direction under Indian corporate law.

What are the different types of Founders Agreement?

Who should typically use a Founders Agreement?

  • Co-Founders: Primary parties who sign and are bound by the Founders Agreement, typically including tech founders, business heads, and seed investors joining as founders
  • Legal Counsel: Drafts and reviews the agreement to ensure compliance with Indian company law and protect founders' interests
  • Company Secretary: Maintains the agreement as part of corporate records and ensures alignment with Articles of Association
  • Board Members: Reference the agreement for governance decisions and founder-related matters
  • Future Investors: Review the agreement during due diligence to understand founding team dynamics and ownership structure

How do you write a Founders Agreement?

  • Founder Details: Gather legal names, contact information, roles, and expertise of all co-founders
  • Business Basics: Define company name, business model, and projected startup timeline
  • Equity Structure: Determine ownership percentages, vesting schedules, and share class details
  • Roles & Duties: List specific responsibilities, time commitments, and decision-making authority for each founder
  • IP Rights: Document existing intellectual property and outline future IP ownership terms
  • Exit Planning: Specify procedures for founder departures and company sale scenarios
  • Document Generation: Use our platform to create a legally compliant agreement that includes all required elements under Indian law

What should be included in a Founders Agreement?

  • Identification Details: Full legal names, addresses, and roles of all founders and the company
  • Equity Structure: Clear breakdown of ownership percentages, share classes, and vesting schedules
  • Capital Contribution: Initial investments, asset valuations, and future funding commitments
  • Management Rights: Decision-making processes, voting rights, and board composition rules
  • Non-Compete Terms: Geographic and time restrictions aligned with Indian Contract Act
  • IP Assignment: Clear transfer of intellectual property rights to the company
  • Exit Mechanisms: Procedures for founder departures, share transfers, and dispute resolution
  • Governing Law: Explicit reference to Indian jurisdiction and applicable statutes

What's the difference between a Founders Agreement and a Business Acquisition Agreement?

A Founders Agreement differs significantly from a Business Acquisition Agreement. While both are crucial business documents in India, they serve distinct purposes and apply at different stages of a company's lifecycle.

  • Timing and Purpose: Founders Agreements are created at company formation to establish initial relationships and responsibilities. Business Acquisition Agreements come into play during mergers, buyouts, or company sales.
  • Parties Involved: Founders Agreements bind co-founders establishing a new venture. Acquisition Agreements involve existing business entities, buyers, and sellers.
  • Scope of Terms: Founders Agreements focus on equity distribution, roles, and startup operations. Acquisition Agreements detail purchase price, asset transfers, and post-sale obligations.
  • Legal Framework: Founders Agreements align with Indian company formation laws. Acquisition Agreements must comply with corporate takeover regulations and Competition Act provisions.

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