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Founders Agreement
I need a founders agreement for a startup with three 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 resolving disputes and handling the departure of a founder.
What is a Founders Agreement?
A Founders Agreement sets the ground rules between startup co-founders in Hong Kong, spelling out each person's roles, responsibilities, and ownership stakes. It's like a business prenup that covers crucial details about decision-making powers, profit sharing, and what happens if someone wants to leave the venture.
This legal document helps prevent future disputes by addressing key issues upfront - from intellectual property rights to capital contributions. While not mandatory under Hong Kong company law, it provides essential protection for founders and typically works alongside other corporate documents like the Articles of Association. Most successful startups in Hong Kong's vibrant tech and business hubs put one in place before seeking external investment.
When should you use a Founders Agreement?
Put a Founders Agreement in place right at the start of your Hong Kong startup journey, ideally before any significant work or investment begins. This timing gives you clear direction when the business is still taking shape and relationships are positive - much easier than trying to sort out ownership and control issues later.
The perfect moment is when you've identified your co-founders and agreed on basic business direction, but before registering your company or accepting external funding. Many successful startups draft their Founders Agreement alongside their initial business plan, using it to align expectations about equity splits, roles, intellectual property rights, and exit scenarios while everyone's still excited and cooperative.
What are the different types of Founders Agreement?
- Co Founder Agreement: The standard comprehensive version covering core elements like equity splits, roles, and voting rights
- Founder Collaboration Agreement: A lighter version focused on project-based partnerships without full company formation
- Co Founder Exit Agreement: Specifically handles departure terms, share transfers, and non-compete provisions
- Founder Loan Agreement: Covers capital injection terms when founders provide startup funding
- Startup Employment Agreement: Addresses founder employment terms, compensation, and duties when serving as company officers
Who should typically use a Founders Agreement?
- Co-Founders: The primary parties who sign and are bound by the Founders Agreement, typically entrepreneurs starting a business venture together in Hong Kong
- Company Secretary: Often helps draft and maintain the agreement as part of corporate record-keeping requirements
- Legal Counsel: Hong Kong corporate lawyers who draft, review, and ensure the agreement aligns with local regulations
- Investors: Often review the agreement during due diligence before investing in the startup
- Board Members: Reference the agreement when making decisions about founder-related matters or disputes
- Business Advisors: Help structure terms that align with industry standards and protect founders' interests
How do you write a Founders Agreement?
- Basic Details: Gather full legal names, addresses, and contact information for all founders
- Business Structure: Define company type, registration details, and planned incorporation date
- Equity Split: Document agreed ownership percentages and any vesting schedules
- Role Definition: List each founder's responsibilities, time commitments, and decision-making authority
- Initial Capital: Record all cash, asset, or intellectual property contributions
- Exit Planning: Outline procedures for founder departures and share transfer rules
- Template Selection: Use our platform to generate a legally-sound agreement that meets Hong Kong requirements
- Review Process: Have all founders read and confirm understanding before signing
What should be included in a Founders Agreement?
- Party Details: Full legal names, addresses, and identification details of all founders
- Business Description: Company name, business scope, and operational objectives
- Equity Structure: Clear breakdown of ownership percentages and share classes
- Capital Contributions: Detailed list of initial investments, both monetary and in-kind
- Management Rights: Decision-making processes and voting thresholds
- IP Assignment: Clear transfer of relevant intellectual property to the company
- Exit Provisions: Share transfer restrictions and buyout procedures
- Dispute Resolution: Hong Kong arbitration or mediation clauses
- Governing Law: Explicit choice of Hong Kong law as governing jurisdiction
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 purpose and timing. While both are crucial documents in Hong Kong's business landscape, they serve distinct functions and apply at different stages of a company's lifecycle.
- Timing and Purpose: Founders Agreements establish initial relationships at company formation, while Business Acquisition Agreements facilitate the purchase of an existing business
- Parties Involved: Founders Agreements bind co-founders creating a new venture, whereas Business Acquisition Agreements involve buyers and sellers of established businesses
- Scope of Terms: Founders Agreements focus on equity splits, roles, and governance structure; Business Acquisition Agreements detail asset transfers, valuations, and post-sale obligations
- Duration: Founders Agreements typically remain active throughout the company's existence, while Business Acquisition Agreements conclude once the transaction completes
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