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Founders Agreement
I need a founders agreement for a startup in the UAE, outlining the roles and responsibilities of each founder, equity distribution, decision-making processes, and a mechanism for resolving disputes. The agreement should also include provisions for vesting schedules and handling the departure of a founder.
What is a Founders Agreement?
A Founders Agreement spells out the key rules and responsibilities between people starting a business together in the UAE. It covers essential items like how ownership is split, who makes major decisions, and what happens if someone wants to leave the company.
Under UAE commercial law, this legally binding contract helps prevent future disputes by clearly defining each founder's roles, investment commitments, and profit-sharing arrangements. While not mandatory in the Emirates, having one in place protects everyone's interests and makes it much easier to resolve disagreements as your business grows.
When should you use a Founders Agreement?
Create a Founders Agreement right when you start planning your UAE business venture, before any major work or investment begins. This timing lets you set clear expectations while everyone is still excited and aligned about the company's future, making tough conversations much easier to handle.
The agreement becomes especially important when bringing in co-founders with different skills or investment levels, or when planning complex profit-sharing arrangements under UAE commercial law. Having it ready before opening your mainland or free zone company saves significant headaches and helps avoid costly disputes that could derail your business later.
What are the different types of Founders Agreement?
- Founders Contract: Basic agreement outlining core responsibilities and ownership structure, ideal for simple partnerships in UAE mainland companies
- Founders Collaboration Agreement: Focuses on project-specific cooperation and resource sharing, common in UAE free zones
- Co Founder Partnership Agreement: Detailed version covering profit sharing and decision-making processes
- Co Founder Separation Agreement: Addresses exit procedures and asset division when founders part ways
- Co Founder Vesting Agreement: Structures gradual ownership earning based on time commitment or milestones
Who should typically use a Founders Agreement?
- Co-Founders: The primary parties who sign and are bound by the agreement, including both UAE nationals and expats starting the business together
- Legal Consultants: UAE-licensed lawyers who draft and review the agreement to ensure compliance with local commercial laws
- Company Secretary: Maintains the agreement and ensures ongoing adherence to its terms within corporate governance
- Business Setup Consultants: Help integrate the agreement with free zone or mainland licensing requirements
- Board Members: Reference the agreement when making decisions about ownership changes or dispute resolution
How do you write a Founders Agreement?
- Business Details: Gather each founder's full legal name, Emirates ID, and intended roles in the company
- Capital Structure: Document initial investments, ownership percentages, and vesting schedules if applicable
- Core Agreements: Define decision-making powers, profit-sharing formulas, and exit procedures
- Jurisdiction Choice: Determine if operating in UAE mainland or specific free zone to align agreement terms
- Intellectual Property: List existing IP assets and outline future ownership rights
- Review Process: Use our platform to generate a customized agreement that meets UAE legal requirements
What should be included in a Founders Agreement?
- Party Information: Complete legal names, Emirates ID numbers, and contact details of all founders
- Business Structure: Company type, jurisdiction (mainland/free zone), and initial capital contributions
- Ownership Terms: Equity distribution, vesting schedules, and share transfer restrictions
- Management Rights: Decision-making authority, voting thresholds, and board composition
- Exit Provisions: Procedures for founder departure, share valuation, and buyout terms
- Dispute Resolution: UAE court jurisdiction or arbitration procedures per local law
- Non-Compete Clauses: Geographic and time restrictions aligned with UAE labor laws
What's the difference between a Founders Agreement and a Consortium Agreement?
While both documents deal with business partnerships, a Founders Agreement differs significantly from a Consortium Agreement. Let's explore their key distinctions:
- Purpose and Timing: Founders Agreements establish the initial relationship between company founders at startup, while Consortium Agreements govern temporary collaborations between existing businesses for specific projects
- Ownership Structure: Founders Agreements define permanent equity stakes and company governance, whereas Consortium Agreements focus on resource sharing and project-specific profit distribution
- Legal Entity: A Founders Agreement typically leads to forming a new UAE company, but Consortium Agreements maintain separate legal identities of participating firms
- Duration: Founders Agreements are ongoing and foundational to the company, while Consortium Agreements usually expire after project completion
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