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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. The agreement should also include provisions for resolving disputes and handling the departure of a founder.
What is a Founders Agreement?
A Founders Agreement acts as the foundational contract between people starting a business together in Australia. It spells out how co-founders will share ownership, make decisions, and handle their responsibilities within the company. Think of it as the 'rules of engagement' that protect everyone's interests from day one.
The agreement covers crucial details like equity splits, intellectual property rights, roles and duties, and exit procedures - including what happens if someone wants to leave. While not legally required under Australian corporate law, having one in place helps prevent costly disputes and provides clarity, especially when seeking investment or managing business transitions.
When should you use a Founders Agreement?
Create a Founders Agreement right when you start planning your business venture with others, ideally before registering your Australian company. The early stages, when enthusiasm is high and relationships are positive, provide the perfect time to establish clear rules about ownership, roles, and decision-making.
Many founders skip this step and rush into business operations, only to face painful disputes later. Having this agreement becomes especially important when seeking investment, bringing on new partners, or when one founder wants to exit. It's much easier to agree on these terms upfront than to sort them out during a conflict.
What are the different types of Founders Agreement?
- Founders Contract: The standard comprehensive agreement covering basic ownership, roles, and responsibilities
- Founder Shareholder Agreement: Focuses specifically on equity arrangements and shareholder rights
- Startup Advisor Equity Agreement: Designed for bringing advisors into the founding team with equity compensation
- Co Founder Exit Agreement: Outlines terms for a planned founder departure
- Co Founder Separation Agreement: Handles unexpected or disputed founder departures with detailed separation terms
Who should typically use a Founders Agreement?
- Co-Founders: The primary parties who create and sign the Founders Agreement, typically including all individuals starting the business together
- Legal Advisors: Corporate lawyers who draft and review the agreement to ensure it meets Australian legal requirements
- Company Secretary: Maintains the agreement as part of official company records and ensures compliance with ASIC regulations
- Investors: Often review the agreement during due diligence before making investment decisions
- Business Advisors: Help structure the agreement terms, especially regarding equity splits and operational responsibilities
How do you write a Founders Agreement?
- Founder Details: Collect full legal names, addresses, and roles of all co-founders
- Business Structure: Decide on company type and registration details for ASIC compliance
- Equity Split: Document agreed ownership percentages and any vesting schedules
- IP Ownership: List existing intellectual property and agree on future IP rights
- Roles & Responsibilities: Define each founder's duties, time commitments, and decision-making authority
- Exit Strategy: Outline procedures for founder departures and company sale scenarios
- Template Selection: Use our platform to generate a legally-sound agreement tailored to your specific needs
What should be included in a Founders Agreement?
- Party Details: Full legal names, ABNs, and contact details of all founders
- Business Structure: Company details, registration status, and governing jurisdiction
- Equity Distribution: Clear breakdown of ownership percentages and vesting terms
- Decision Rights: Voting thresholds and procedures for major company decisions
- IP Assignment: Transfer of intellectual property rights to the company
- Confidentiality: Protection of company secrets and proprietary information
- Exit Mechanisms: Procedures for founder departures and share transfers
- Dispute Resolution: Clear process for handling disagreements under Australian law
What's the difference between a Founders Agreement and a Consortium Agreement?
While both documents govern business relationships, a Founders Agreement differs significantly from a Consortium Agreement. The key distinctions lie in their scope, timing, and purpose.
- Primary Purpose: Founders Agreements establish internal relationships between company co-founders, while Consortium Agreements govern collaboration between separate businesses or entities for specific projects
- Duration: Founders Agreements typically last for the company's lifetime or until amended, whereas Consortium Agreements usually cover a defined project period
- Ownership Structure: Founders Agreements detail permanent equity stakes and company control, while Consortium Agreements focus on project-specific resource sharing and risk allocation
- Decision Making: Founders Agreements establish long-term governance structures, but Consortium Agreements typically outline project-specific decision processes
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