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Founders Agreement
"I need a founders agreement outlining equity split, roles, and responsibilities for three co-founders, with a 4-year vesting schedule and a 1-year cliff, including dispute resolution and decision-making processes."
What is a Founders Agreement?
A Founders Agreement spells out the core rights and responsibilities between co-founders starting a business together in the Philippines. It's like a prenuptial agreement for your company, covering essential items like ownership splits, roles, decision-making powers, and what happens if someone leaves.
This binding contract helps prevent future disputes by clearly documenting how founders will handle key business decisions, intellectual property rights, and profit sharing. While not legally required under Philippine corporation laws, having one in place protects everyone involved and makes things much smoother when seeking investment or handling leadership changes.
When should you use a Founders Agreement?
Create a Founders Agreement right when you start planning your business with co-founders in the Philippines - ideally before registering with the SEC or DTI. The early startup phase, when everyone is excited and agreeable, is the perfect time to discuss and document critical arrangements.
This document becomes especially important when founders have unequal capital contributions, different time commitments, or varying roles in the business. It's also crucial if any founder brings existing intellectual property or industry connections to the venture. Getting these terms on paper early prevents misunderstandings that could derail your business later.
What are the different types of Founders Agreement?
- Pre Incorporation Founders Agreement: Outlines initial commitments before company registration, perfect for early-stage planning
- Founders Contract: Basic agreement focusing on roles, responsibilities, and compensation structure
- Founder Shareholder Agreement: Detailed equity arrangements and voting rights for incorporated companies
- Co Founder Exit Agreement: Specialized version addressing separation terms and buyout procedures
Who should typically use a Founders Agreement?
- Co-Founders: Primary parties who sign and are bound by the Founders Agreement, including tech developers, business strategists, and capital contributors
- Corporate Lawyers: Draft and review agreements to ensure compliance with Philippine corporation laws and protect founders' interests
- Business Consultants: Help structure equity arrangements and role distributions based on industry standards
- Investors: Review agreements during due diligence to understand founder relationships and company structure
- SEC Officers: May reference these agreements when reviewing company registration documents or resolving disputes
How do you write a Founders Agreement?
- Basic Details: Gather full legal names, addresses, and roles of all co-founders
- Capital Structure: Document initial investments, equity splits, and valuation agreements
- Role Definition: Outline each founder's responsibilities, time commitments, and decision-making authority
- IP Rights: List all existing intellectual property and agree on ownership transfer terms
- Exit Terms: Define procedures for founder departures, including buyout formulas and non-compete clauses
- Compliance Check: Use our platform to generate a legally-sound agreement that meets Philippine SEC requirements
What should be included in a Founders Agreement?
- Party Information: Complete legal names, addresses, and contact details of all founders
- Ownership Structure: Detailed equity distribution, voting rights, and capital contribution terms
- Management Rights: Decision-making processes, board composition, and veto powers
- Intellectual Property: Assignment of existing and future IP rights to the company
- Exit Provisions: Share transfer restrictions, right of first refusal, and buyout mechanisms
- Dispute Resolution: Mediation and arbitration procedures under Philippine law
- Non-Compete Terms: Geographic and time-bound restrictions aligned with local regulations
What's the difference between a Founders Agreement and a Business Acquisition Agreement?
A Founders Agreement differs significantly from a Business Acquisition Agreement in both timing and purpose. While both deal with business ownership, they serve distinct functions in Philippine corporate law.
- Timing of Creation: Founders Agreements are created at business formation, while Business Acquisition Agreements come into play when buying an existing company
- Parties Involved: Founders Agreements bind co-founders starting fresh, whereas Business Acquisition Agreements involve buyers and current business owners
- Scope of Terms: Founders Agreements focus on initial roles, equity splits, and management rights; Business Acquisition Agreements cover purchase price, asset transfer, and existing liabilities
- Duration: Founders Agreements typically govern ongoing relationships, while Business Acquisition Agreements primarily handle one-time transactions and transition periods
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