StartupGrants India

Founders Agreement

Startup Essential

Define equity, roles, vesting, and IP assignment before you build

What is Founders Agreement?

A Founders Agreement locks in the key terms between co-founders — equity split, roles, vesting schedules, IP assignment, exit rights, and decision-making — before the company is incorporated. It prevents the most common startup disputes and gives investors confidence that the founding team is aligned.

The single most important document a founding team should sign before writing a line of code or registering a company. A Founders Agreement (sometimes called a Co-Founders Agreement) covers the division of equity and what happens to it if a founder leaves, each founder's role and commitment, how decisions are made, what IP each founder is contributing, and how disputes are resolved. Without it, a departing co-founder walks away with a permanent equity stake, a disagreement over roles can deadlock the company, and IP created before incorporation can remain personally owned. Investors conducting due diligence expect to see a Founders Agreement that includes a vesting schedule (typically four years with a one-year cliff) and an IP assignment clause that vests all startup-related IP in the company.

Who Needs Founders Agreement?

Any two or more people starting a business together — whether or not the company is incorporated yet. Best signed at the earliest stage, before equity is issued.

What's Included

  • Equity split and vesting schedule (typically 4 years, 1-year cliff) tailored to your team
  • IP assignment clause vesting all startup IP in the company
  • Roles and responsibilities defined to prevent scope conflicts
  • Decision-making and deadlock resolution mechanism
  • Exit and buy-out provisions if a founder leaves

⚠️ Penalty for Non-Compliance

Without a vesting schedule, a departing founder keeps all their equity, which dilutes remaining founders and deters investors. Without an IP assignment clause, work created by founders before incorporation may remain personally owned, creating title issues that block funding rounds.

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How It Works

  1. 1

    Founder workshop

    We walk through the key terms — equity, roles, vesting, IP — and help the team align before anything is drafted.

  2. 2

    First draft

    A draft agreement is prepared covering all agreed terms. We flag industry norms where the team has not yet decided.

  3. 3

    Review and negotiation

    Each founder reviews independently and raises any concerns. We facilitate alignment on outstanding points.

  4. 4

    Execution

    The signed agreement is executed by all founders. Where the company is not yet incorporated, it is signed in individual capacity and novated to the company on incorporation.

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Documents Required

Items marked Required are mandatory; others are situational.

Founders

  • Full legal name and address of each founderRequired
  • Proposed equity percentage for each founderRequired
  • Each founder's role and time commitmentRequired

IP and assets

  • List of any IP each founder is contributing
  • Any existing code, trademarks, or designs owned by a founder
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Fees & Pricing

Fees

Government fee

No government registration required

Free

Professional drafting fee

Quoted after a brief on the founding team and terms

Varies

* Government fees may vary. GST applicable on professional fees. Final pricing confirmed after review.

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Frequently Asked Questions

When should we sign a Founders Agreement?

Before you register the company, build the product, or approach investors. The earlier the better — equity conversations get harder once one founder feels they have done more work than another.

What is vesting and why does it matter?

Vesting means founders earn their equity over time. If a founder leaves after six months on a four-year schedule with a one-year cliff, they take no equity. This protects remaining founders and is a standard expectation of investors.

Does a Founders Agreement replace a shareholders agreement?

No. A Founders Agreement is typically signed before incorporation to align co-founders. Once the company is incorporated and investors come in, a formal Shareholders Agreement governs all shareholders.

What if one founder is contributing IP they developed before the company?

The Founders Agreement should include an IP assignment clause specifying what pre-existing IP is assigned to the company. This must be resolved before a funding round.

Can a Founders Agreement be modified later?

Yes, with the consent of all parties. However, modifying equity or vesting terms after the fact is contentious — it is far easier to get these right at the start.

Is a Founders Agreement legally binding?

Yes, it is a contract governed by the Indian Contract Act, 1872. It can be enforced in court.

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Founders Agreement

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