Founders Agreement
Customized Agreements
Founders Agreement
Record a pre-formation or early-stage founder arrangement with founder-by-founder contributions, expected-versus-issued ownership, vesting, decisions, authority limits, intellectual property, departures, and a controlled transition into valid entity documents.
Also called: startup founders agreement, cofounder agreement, founder vesting agreement.
What you walk away with
A clean multi-page PDF and DOCX after you finish — not a web-form dump. Preview the document before you pay.
- PDF export
- DOCX export
- E-sign included
- No subscription
Formation, founder authority, securities issuance, vesting, repurchase, tax treatment, duties, restrictive terms, IP ownership and recordation, employment status, and entity adoption vary by jurisdiction, entity type, and transaction. This agreement preserves those separate acts rather than claiming to complete them.
Jurisdiction details
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When this fits
Use this document when…
- Documenting founder roles and ownership expectations before an entity is formed
- Coordinating early-stage founders while entity issuance and governance records are still being prepared
- Defining time-based, milestone-based, hybrid, or no-vesting expectations founder by founder
- Preserving prior inventions while committing venture-specific IP to an identified assignment or license path
Before you start
Information you will need
- Venture, founders, purpose, formation status, intended or existing entity, jurisdiction, and document exclusions
- Founder-specific cash, property, relationship, service, role, time, tool, expense, and performance commitments
- Expected or issued percentages, founder-pool denominator, vesting, milestones, restricted-property transfer facts, and records
- Ordinary and reserved decisions, authority limits, deadlock, IP, confidentiality, conflicts, compensation, and fundraising boundaries
- New founders, transfers, departures, role removal, contribution failure, repurchase expectations, death, incapacity, and entity transition
What you receive
- One customized Founders Agreement
- Schedule A founder contribution, role, authority, and ownership summary
- Schedule B founder vesting, milestone, cessation, and repurchase ledger
- Schedule C prior invention, new IP, assignment, and license ledger
- Schedule D entity formation, issuance, and transition checklist
- PDF and DOCX export with electronic signature capability
Document questions
Questions about this document
What is a Founders Agreement?
Record a pre-formation or early-stage founder arrangement with founder-by-founder contributions, expected-versus-issued ownership, vesting, decisions, authority limits, intellectual property, departures, and a controlled transition into valid entity documents.
How do I create a Founders Agreement?
Documenting founder roles and ownership expectations before an entity is formed; Coordinating early-stage founders while entity issuance and governance records are still being prepared; Defining time-based, milestone-based, hybrid, or no-vesting expectations founder by founder
What should a Founders Agreement include?
Venture, founders, purpose, formation status, intended or existing entity, jurisdiction, and document exclusions; Founder-specific cash, property, relationship, service, role, time, tool, expense, and performance commitments; Expected or issued percentages, founder-pool denominator, vesting, milestones, restricted-property transfer facts, and records; Ordinary and reserved decisions, authority limits, deadlock, IP, confidentiality, conflicts, compensation, and fundraising boundaries; New founders, transfers, departures, role removal, contribution failure, repurchase expectations, death, incapacity, and entity transition
Special situations
- The agreement records ownership expectations but does not issue securities or replace formation, approval, subscription, capitalization, or governing documents.
- A working founder title does not create a nonexistent officer, director, manager, or entity-agent appointment.
- An expected future interest is separated from an actual restricted-property transfer and any time-sensitive tax action.
- Current IP ownership remains identified until the promised assignment, license, entity approval, and any separate recordation actually occur.
Frequently asked questions
Does this agreement issue founder equity?
No. It records whether percentages are expectations, require separate issuance, or correspond to existing issuance records. Valid entity approval and issuance documents remain separate.
Can ownership expectations vest before formation?
The founders can define a contractual earning schedule, but legal issuance, forfeiture, repurchase, and capitalization rights require the later entity documents identified in Schedule D.
Does expected future equity start an 83(b) filing period?
The workflow does not treat an expectation as a property transfer. It asks separately whether restricted property was actually transferred and records that transaction for separate tax action.
Can founders keep prior inventions?
Yes. Schedule C lists prior materials founder by founder and states whether each remains retained, is licensed, or is intended for later assignment.
Does this authorize fundraising or securities sales?
No. It can define permitted outreach and internal approval limits, but an offering, investment acceptance, issuance, or closing requires separate compliant entity action and documents.
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Not legal advice
Locke Direct helps structure documents and workflows. It does not replace a qualified lawyer for complex, unusual, or high-risk situations.
Last reviewed August 2, 2026.