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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. The agreement should also include provisions for resolving disputes and handling the departure of a founder.
What is a Founders Agreement?
A Founders Agreement is a crucial contract that startup co-founders sign when launching their business in Denmark. It spells out how the founders will work together, who owns what percentage of the company, and how key decisions will be made. This document typically covers vital aspects like intellectual property rights, roles and responsibilities, and what happens if someone wants to leave.
Under Danish company law, while not legally required, having a Founders Agreement helps prevent costly disputes and protects everyone's interests. It works alongside your company's Articles of Association and can include specific provisions about investment commitments, profit sharing, and competition restrictions. Most Danish startups create this agreement before or right after registering their company with the Danish Business Authority.
When should you use a Founders Agreement?
Create your Founders Agreement right when you start planning your Danish startup - before money changes hands or work begins. This timing helps prevent misunderstandings about ownership, responsibilities, and decision-making that often lead to costly disputes. It's especially important when co-founders bring different resources to the table, like one providing funding while another contributes technical expertise.
The agreement becomes vital during major business changes: when seeking investment, adding new partners, or if a founder needs to exit. Danish courts look favorably on companies that establish clear internal governance early on. Having this foundation in place makes your startup more attractive to investors and helps navigate complex situations like intellectual property disputes or profit distribution.
What are the different types of Founders Agreement?
- Basic Partnership Agreement: Sets core ownership stakes and decision rights - ideal for simple startups with equal founders
- Comprehensive Founders Agreement: Includes detailed IP rights, vesting schedules, and exit provisions - suited for tech startups or complex ventures
- Milestone-Based Agreement: Links founder equity to specific performance targets and company milestones
- Investment-Ready Agreement: Contains provisions for future funding rounds and investor relations - common among growth-focused Danish startups
- Service-Based Agreement: Specifically designed for startups where founders contribute services instead of capital
Who should typically use a Founders Agreement?
- Co-Founders: Primary parties who sign and are bound by the Founders Agreement, defining their rights, responsibilities, and ownership stakes
- Corporate Lawyers: Draft and review agreements to ensure compliance with Danish business law and protect founders' interests
- Business Advisors: Help structure key terms and negotiate fair provisions for all parties
- Danish Business Authority: Reviews agreements during company registration and ensures alignment with local regulations
- Investors: Often review Founders Agreements before investing to assess company stability and governance structure
How do you write a Founders Agreement?
- Basic Information: Gather each founder's full legal name, contact details, and tax registration numbers
- Ownership Structure: Define exact equity splits, initial capital contributions, and vesting schedules
- Roles Definition: Document each founder's responsibilities, time commitments, and decision-making authority
- Business Details: Collect company name, business plan, and intended registration form under Danish law
- Exit Strategy: Plan procedures for founder departures, share transfers, and company sale scenarios
- Documentation: Use our platform to generate a legally-sound agreement that includes all mandatory elements
What should be included in a Founders Agreement?
- Party Information: Full legal names, addresses, and roles of all founding members
- Ownership Structure: Detailed equity distribution, share classes, and vesting schedules
- Capital Contributions: Initial investments, both monetary and non-monetary assets
- Decision Making: Voting rights, quorum requirements, and reserved matters
- IP Rights: Clear assignment of intellectual property to the company
- Exit Provisions: Share transfer restrictions, right of first refusal, and drag-along rights
- Dispute Resolution: Danish law application and preferred mediation methods
- Non-Compete: Reasonable restrictions under Danish competition law
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 timing and purpose. While both are crucial business documents under Danish law, they serve distinct functions in a company's lifecycle.
- Timing and Purpose: Founders Agreements are created at company formation to establish initial relationships and responsibilities. Business Acquisition Agreements come into play when buying an existing business.
- Parties Involved: Founders Agreements bind co-founders establishing a new venture. Business Acquisition Agreements involve buyers and sellers of established companies.
- Content Focus: Founders Agreements detail ownership splits, roles, and decision-making processes. Business Acquisition Agreements concentrate on purchase terms, asset transfers, and liability assumptions.
- Duration: Founders Agreements typically govern ongoing relationships throughout the company's life. Business Acquisition Agreements primarily cover the transaction period and immediate aftermath.
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