The Co-Founder Agreement is a crucial legal document used when two or more individuals join forces to establish and operate a business venture in Malaysia. It should be executed at the earliest stages of business formation, ideally before or during company incorporation. This agreement, governed by Malaysian law including the Companies Act 2016 and Contracts Act 1950, defines the fundamental aspects of the co-founder relationship including equity ownership, vesting schedules, roles and responsibilities, decision-making processes, and intellectual property rights. It also addresses critical scenarios such as founder exits, dispute resolution, and company sale, providing a clear framework that helps prevent future conflicts and misunderstandings.
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1. Parties: Identification of all co-founders and the company (if already incorporated)
2. Background: Context of the agreement, business concept, and purpose of the collaboration
3. Definitions: Key terms used throughout the agreement
4. Equity Structure: Initial shareholding percentages, vesting schedules, and share classes
5. Roles and Responsibilities: Each co-founder's position, duties, and commitment level
6. Decision Making: Voting rights and process for key business decisions
7. Intellectual Property: Assignment and ownership of IP created by co-founders
8. Confidentiality: Protection of company and co-founder confidential information
9. Non-Competition and Non-Solicitation: Restrictions on competing activities and soliciting employees/customers
10. Term and Termination: Duration of agreement and circumstances for termination
11. Exit Provisions: Process for co-founder exit, including share transfer rules
12. Dispute Resolution: Process for resolving disagreements between co-founders
13. General Provisions: Standard legal clauses including governing law, amendments, and notices
1. Salary and Compensation: Terms of salary, benefits, and other compensation when co-founders are also employees
2. Investment Obligations: Required capital contributions from co-founders, if applicable
3. Board Composition: Structure and operation of the board of directors, if company will have a formal board
4. Drag-Along Rights: Rights forcing minority shareholders to join in sale of company
5. Tag-Along Rights: Rights allowing minority shareholders to join in sale of majority shares
6. Dead Lock Resolution: Specific procedures for resolving situations where co-founders cannot agree on key decisions
7. Family Succession: Rules regarding transfer of shares to family members in case of death or incapacity
1. Schedule 1: Business Plan: Detailed business plan including objectives, strategy, and financial projections
2. Schedule 2: Vesting Schedule: Detailed terms of share vesting including timing and conditions
3. Schedule 3: Share Capital Table: Complete breakdown of shareholding structure and share classes
4. Schedule 4: Intellectual Property Register: List of existing IP being brought into the business by each co-founder
5. Schedule 5: Key Performance Indicators: Specific metrics for measuring co-founder performance
6. Appendix A: Form of Deed of Adherence: Template for new shareholders to become bound by the agreement
7. Appendix B: Share Transfer Notice: Template for initiating share transfers
Relevant legal definitions
Agreement
Board
Business
Business Day
Business Plan
Company
Competitor
Confidential Information
Deed of Adherence
Director
Effective Date
Encumbrance
Fair Market Value
Financial Year
Founder
Good Leaver
Intellectual Property Rights
Bad Leaver
Material Breach
Memorandum
Articles of Association
Notice
Parties
Related Corporation
Restricted Business
Share
Share Capital
Shareholder
Territory
Transfer
Vesting Period
Vesting Schedule
Working Hours
Founding Date
Exit Event
Drag Along Right
Tag Along Right
Deadlock
Reserved Matter
Permitted Transfer
Key Performance Indicator
Subscription Price
Termination Date
Valuation
Board
Business
Business Day
Business Plan
Company
Competitor
Confidential Information
Deed of Adherence
Director
Effective Date
Encumbrance
Fair Market Value
Financial Year
Founder
Good Leaver
Intellectual Property Rights
Bad Leaver
Material Breach
Memorandum
Articles of Association
Notice
Parties
Related Corporation
Restricted Business
Share
Share Capital
Shareholder
Territory
Transfer
Vesting Period
Vesting Schedule
Working Hours
Founding Date
Exit Event
Drag Along Right
Tag Along Right
Deadlock
Reserved Matter
Permitted Transfer
Key Performance Indicator
Subscription Price
Termination Date
Valuation
Clauses
Interpretations
Appointment
Share Distribution
Vesting
Capital Contribution
Roles and Responsibilities
Decision Making
Board Matters
Reserved Matters
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Performance Requirements
Remuneration
Share Transfer Restrictions
Tag Along Rights
Drag Along Rights
Pre-emptive Rights
Good Leaver Provisions
Bad Leaver Provisions
Deadlock Resolution
Termination
Exit Provisions
Death and Incapacity
Dispute Resolution
Governing Law
Force Majeure
Notices
Amendment
Assignment
Severability
Entire Agreement
Waiver
Appointment
Share Distribution
Vesting
Capital Contribution
Roles and Responsibilities
Decision Making
Board Matters
Reserved Matters
Confidentiality
Intellectual Property
Non-Competition
Non-Solicitation
Performance Requirements
Remuneration
Share Transfer Restrictions
Tag Along Rights
Drag Along Rights
Pre-emptive Rights
Good Leaver Provisions
Bad Leaver Provisions
Deadlock Resolution
Termination
Exit Provisions
Death and Incapacity
Dispute Resolution
Governing Law
Force Majeure
Notices
Amendment
Assignment
Severability
Entire Agreement
Waiver
Relevant Industries
Technology and Software
E-commerce
Financial Services
Healthcare
Manufacturing
Professional Services
Education Technology
Retail
Food and Beverage
Consulting
Real Estate
Media and Entertainment
Green Technology
Biotechnology
Telecommunications
Relevant Teams
Legal
Executive Leadership
Corporate Governance
Board of Directors
Corporate Secretary
Compliance
Finance
Human Resources
Operations
Relevant Roles
Founder
Co-Founder
Chief Executive Officer
Chief Technology Officer
Chief Financial Officer
Chief Operating Officer
Managing Director
Company Director
Business Development Director
Startup Entrepreneur
General Counsel
Legal Director
Company Secretary
Business Owner
Managing Partner
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