Founders’ Agreement

Agree equity, vesting, roles, IP, decision making and what happens if a founder leaves – before you incorporate or as soon as you start.

Editable Word document
15
10pages
Guidance notes included
aml consultancy solutions

Starting a business

Founders’ Agreement

About this document

What it’s for

A binding agreement between the founders of a new venture, signed before or shortly after the company is formed. It records who owns what, how founder shares vest, what each founder will do, that the business owns the IP, how decisions are made and what happens when a founder leaves.

When to use it

  • Two or more people are starting a business together, especially before outside investment
  • The company has not yet been formed, or has been formed but has no shareholders’ agreement yet
  • As a bridge until a full shareholders’ agreement and new articles are adopted

What’s inside

The document is laid out in the sections below. Each one comes with a plain-English guidance note explaining what it does and what to change.

  1. Definitions and interpretation
  2. Status and purpose of this agreement
  3. Forming the Company
  4. Equity split and share issue
  5. Vesting
  6. Roles, time commitment and conduct
  7. Contributions and funding
  8. Intellectual property
  9. Decision making
  10. Remuneration and expenses
  11. Confidentiality
  12. Restrictions
  13. Transfers of shares
  14. Leaving the business
  15. Deadlock and disputes
  16. Duration and termination
  17. General
  18. Governing law and jurisdiction

Also included

  • Vesting terms (if different from clause 5)
  • Basis of the equity split
  • Schedule 3 – Contributed IP, assets and liabilities

How to complete it

  • Complete the Schedules first: equity and vesting (Schedule 1), roles (Schedule 2), contributed IP (Schedule 3) and reserved matters (Schedule 4)
  • Choose the options in clauses 5 (vesting) and 14 (leavers)
  • Each founder should take independent advice and sign
  • Adopt articles that reflect the vesting and leaver terms when the company is formed (clause 3.5)

Key points to check

  • Tax on founder shares: talk to an accountant about employment-related securities and section 431 elections (clause 4.6)

Our templates are professionally structured starting points for UK businesses, not legal advice. For anything complex, unusual or high-value, have your final version checked by a solicitor.

Included in the pack

Starting a business

£20

for every document in this category

Editable Microsoft Word files

Guidance notes in every document

Written for UK businesses

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