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02 Jul 2024

De-Coding the Co-Founders Agreement

02 Jul 2024

Starting a business involves risks, and it is important to take precautionary steps to safeguard your investment. One of these steps includes drafting a Co-Founders Agreement, especially if your startup is co-founded by more than one person. This agreement lays down the terms and conditions between co-founders and helps navigate their day-to-day operations, resolve any disputes that may arise, and clarify profit-sharing and intellectual property rights. Here are some key clauses that should be part of your Co-Founders Agreement to ensure smooth operation of your business:

  1. Capital Contribution: Clearly state the contribution that each co-founder will make to the company, the percentage of total capital held by each of them, and the form and manner of the contribution.

  1. Roles and Responsibilities: Describe each co-founder’s roles and responsibilities in the company and assign specific decision-making responsibilities.

  1. Transfer of Shares: Clearly state any restrictions on the transferability of shares held by the founders, including lock-in of shares, vesting of shares, and right of first refusal.

  1. Non-Compete: Incorporate a non-compete clause to protect the business and the interests of other founders. The clause should clearly state that founders are not eligible to engage in activities that conflict with the objectives of the business while they are part of the company and for a certain number of years post-exit.

  1. Confidentiality: Incorporate a confidentiality clause to protect the business’s know-how, client information, pricing, and future strategies, among other things.

  1. Intellectual Property: Ensure that all intellectual property developed during the course of the business is owned by the business and not by any individual co-founder.

  1. Exit Process: Clearly state the manner to be adopted and the exit mechanism in case any co-founder is removed from the company or wants to exit voluntarily.

  1. Dispute Resolution: Provide a clear mechanism for the resolution of deadlocks or conflicts that may arise between the co-founders, such as arbitration.

  1. Compensation: Determine the compensation to be paid to each co-founder and state the profit-sharing mechanism.

  1. Voting Matters and Governance: Address any voting matters and governance issues to ensure smoother decision-making in the long run.

Incorporating these clauses into your Co-Founders Agreement can help build a long-lasting and successful relationship between co-founders and lead to the ultimate success of your business.

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Last updated on
Jul 02, 2024, 2:31pm


The content of this article is for information purpose only and does not constitute advice or a legal opinion and are personal views of the author. It is based upon relevant law and/or facts available at that point of time and prepared with due accuracy & reliability. Readers are requested to check and refer to relevant provisions of statute, latest judicial pronouncements, circulars, clarifications etc. before acting on the basis of the above write up. The possibility of other views on the subject matter cannot be ruled out. By the use of the said information, you agree that the Author / Treelife is not responsible or liable in any manner for the authenticity, accuracy, completeness, errors or any kind of omissions in this piece of information for any action taken thereof.

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