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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. Include provisions for dispute resolution and exit strategies.
What is a Founders Agreement?
A Founders Agreement is a binding contract that startup co-founders create to define their roles, responsibilities, and rights in their new venture. In Switzerland, this critical document outlines key details like equity distribution, decision-making processes, and intellectual property ownership before the formal incorporation of the company.
Swiss founders typically include specific provisions about vesting schedules, non-compete clauses, and exit strategies in line with Swiss Code of Obligations requirements. The agreement helps prevent future disputes by clearly establishing expectations around capital contributions, profit sharing, and what happens if a founder leaves - making it especially valuable for startups in Swiss innovation hubs like Zug or Z锟斤拷rich.
When should you use a Founders Agreement?
Create a Founders Agreement at the earliest stages of your startup, ideally before making any significant business decisions or investments. This document becomes essential when multiple founders start discussing their venture seriously, particularly before registering the company under Swiss law or accepting external funding.
The timing is crucial: put this agreement in place before money changes hands, before developing intellectual property, and before making key strategic decisions. Swiss startups especially need clear documentation of ownership structures and decision-making processes early on, as changing these arrangements later can trigger complex legal and tax implications under cantonal regulations.
What are the different types of Founders Agreement?
- Founders Contract: Basic framework outlining core responsibilities and ownership structure, ideal for early-stage startups
- Co Founder Vesting Agreement: Focuses specifically on equity vesting schedules and conditions for ownership rights
- Startup Advisor Equity Agreement: Specialized version for bringing advisors into the founding team with equity compensation
- Startup Shareholders Agreement: Comprehensive version including detailed governance and exit provisions
- Startup Equity Agreement: Focuses on equity distribution and transfer rules among founders
Who should typically use a Founders Agreement?
- Co-Founders: Primary parties to the Founders Agreement who negotiate and sign the terms, typically tech entrepreneurs, business innovators, or industry experts pooling resources
- Legal Counsel: Swiss attorneys who draft and review the agreement, ensuring compliance with cantonal and federal regulations
- Business Advisors: Strategic consultants who help structure equity arrangements and governance frameworks
- Startup Accelerators: Often require standardized Founders Agreements before accepting startups into their programs
- Potential Investors: Review these agreements during due diligence to understand founder relationships and commitment levels
How do you write a Founders Agreement?
- Founder Details: Collect full legal names, addresses, and professional backgrounds of all co-founders
- Business Basics: Define company name, business purpose, and planned legal structure under Swiss law
- Equity Structure: Document initial capital contributions and agreed ownership percentages
- Role Definition: Outline each founder's responsibilities, time commitments, and decision-making authority
- Vesting Terms: Establish clear equity vesting schedules aligned with Swiss regulations
- Exit Planning: Specify procedures for founder departures and company sale scenarios
- IP Rights: List all existing and future intellectual property assignments
What should be included in a Founders Agreement?
- Party Information: Full legal names, addresses, and roles of all founding members
- Company Details: Proposed business name, purpose, and legal structure under Swiss commercial law
- Capital Structure: Initial investments, equity distribution, and vesting schedules
- Governance Rules: Decision-making processes and voting rights aligned with Swiss Code of Obligations
- IP Rights: Clear assignment of existing and future intellectual property
- Non-Compete Terms: Geographic and temporal restrictions following Swiss competition law
- Exit Provisions: Procedures for founder departure, company sale, or dissolution
- Dispute Resolution: Swiss arbitration or mediation procedures
What's the difference between a Founders Agreement and a Collaboration Agreement?
A Founders Agreement differs significantly from a Collaboration Agreement in several key aspects, though both are important for business relationships in Switzerland. While a Founders Agreement establishes the fundamental structure and relationships within a new company, a Collaboration Agreement focuses on specific joint projects or ventures between existing entities.
- Timing and Duration: Founders Agreements are created at company formation and remain foundational, while Collaboration Agreements typically cover specific project timeframes
- Ownership Structure: Founders Agreements define permanent equity stakes and company control; Collaboration Agreements focus on project-specific resource sharing
- Legal Obligations: Founders Agreements create long-term fiduciary duties under Swiss corporate law; Collaboration Agreements establish temporary contractual obligations
- Exit Provisions: Founders Agreements include comprehensive company exit mechanisms; Collaboration Agreements focus on project completion or termination terms
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