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Founders Agreement
I need a founders agreement for a new tech startup with two co-founders, outlining equity distribution, roles and responsibilities, decision-making processes, and a mechanism for resolving disputes. The agreement should also include provisions for vesting schedules and handling the departure of a co-founder.
What is a Founders Agreement?
A Founders Agreement is the core legal contract between startup co-founders that spells out how they'll run their business together. It covers essential details like ownership splits, roles and responsibilities, decision-making processes, and what happens if someone leaves the company. Under Singapore law, while it's not mandatory, having this agreement helps prevent costly disputes and protects everyone's interests.
Think of it as your startup's ground rules and game plan. The agreement typically includes vesting schedules for shares, intellectual property rights, confidentiality clauses, and exit provisions. For Singapore-based startups, it should align with the Companies Act and consider local corporate governance requirements, especially when planning for future funding rounds or potential listing on SGX.
When should you use a Founders Agreement?
Put a Founders Agreement in place right when you start working with co-founders on your startup idea - before incorporating your company in Singapore. The earlier you establish these ground rules, the better. This agreement becomes especially crucial when discussing equity splits, defining roles, or planning how to handle intellectual property created during the startup phase.
Many founders make the mistake of waiting until problems arise. By then, emotions run high and negotiations become harder. Having clear terms from day one helps prevent disputes about decision-making powers, profit sharing, and exit rights. It's particularly important when seeking early-stage funding, as investors expect clear ownership structures and governance frameworks.
What are the different types of Founders Agreement?
- Startup Founder Agreement: Basic comprehensive agreement covering essential startup terms and governance structure
- Cofounder Agreement: Detailed version focusing on equity distribution and decision-making processes
- Co Founder Vesting Agreement: Specialized agreement establishing share vesting schedules and milestones
- Co Founder Exit Agreement: Focuses on exit mechanisms, buyout terms, and departure procedures
- Founder Employment Agreement: Combines founder obligations with employment terms and compensation
Who should typically use a Founders Agreement?
- Co-Founders: Primary parties who sign and are bound by the agreement, defining their rights, responsibilities, and equity stakes
- Corporate Lawyers: Draft and review agreements to ensure compliance with Singapore company law and protect founders' interests
- Startup Accelerators: Often require or facilitate these agreements before accepting startups into their programs
- Early Investors: Review agreements during due diligence to verify clear ownership structures and governance
- Company Secretary: Maintains the agreement as part of official company records and ensures corporate compliance
- ACRA Officers: May reference these agreements when reviewing company registration or ownership changes
How do you write a Founders Agreement?
- Basic Details: Gather full legal names, NRIC/passport numbers, and contact details of all co-founders
- Ownership Structure: Decide on equity splits, vesting schedules, and any special share classes
- Roles Definition: Document each founder's responsibilities, time commitments, and decision-making authority
- IP Contributions: List existing intellectual property and agree on ownership of future developments
- Exit Scenarios: Plan procedures for founder departures, company sale, or dissolution
- Financial Terms: Outline capital contributions, profit sharing, and salary arrangements
- Template Selection: Use our platform to generate a customized agreement that includes all required elements under Singapore law
What should be included in a Founders Agreement?
- Party Details: Full legal names, addresses, and identification numbers of all founders
- Business Scope: Company name, business nature, and intended operations in Singapore
- Equity Structure: Share allocation, vesting schedules, and capital contribution details
- Management Rights: Decision-making processes, voting thresholds, and board composition
- IP Assignment: Clear transfer of intellectual property rights to the company
- Non-Compete: Reasonable restrictions on competitive activities within Singapore
- Exit Provisions: Share transfer rules, buyout terms, and dispute resolution mechanisms
- Governing Law: Singapore law jurisdiction and enforcement provisions
What's the difference between a Founders Agreement and a Business Acquisition Agreement?
A Founders Agreement differs significantly from a Business Acquisition Agreement in several key ways, though both are crucial documents for Singapore companies. While a Founders Agreement establishes the initial relationship between co-founders, a Business Acquisition Agreement handles the complete purchase of an existing business.
- Timing and Purpose: Founders Agreements come into play at company formation, while Business Acquisition Agreements are used when buying an established business
- Scope of Coverage: Founders Agreements focus on internal relationships and governance, while Acquisition Agreements deal with asset transfer, liabilities, and purchase terms
- Duration: Founders Agreements remain active throughout the company's lifecycle, while Acquisition Agreements typically conclude once the purchase is complete
- Parties Involved: Founders Agreements bind co-founders together, while Acquisition Agreements involve buyers and sellers of businesses
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