The Company Founders Agreement is a crucial document required when two or more individuals or entities come together to establish a company in Nigeria. It serves as the fundamental contract that governs the relationship between founders, establishing clear guidelines for company ownership, management, and operations. This agreement is particularly important in the Nigerian business context, where it must comply with the Companies and Allied Matters Act (CAMA) 2020 and other relevant local legislation. The document typically addresses key aspects such as equity distribution, roles and responsibilities, decision-making processes, intellectual property rights, and exit provisions. It provides essential protection for all founding members and helps prevent future disputes by clearly documenting all agreed-upon terms at the company's inception.
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1. Parties: Identification and details of all founding members entering into the agreement
2. Background: Context of the agreement, including the business concept and purpose of forming the company
3. Definitions: Definitions of key terms used throughout the agreement
4. Company Formation: Details about the company structure, registration, and initial setup requirements
5. Roles and Responsibilities: Specific roles, duties, and responsibilities of each founder
6. Equity Structure: Distribution of shares among founders, including vesting schedules if applicable
7. Capital Contributions: Initial and future capital contributions required from each founder
8. Decision Making: Voting rights and procedures for key business decisions
9. Intellectual Property: Assignment and protection of IP rights, including pre-existing IP and newly developed IP
10. Confidentiality: Obligations regarding confidential information and trade secrets
11. Non-Compete and Non-Solicitation: Restrictions on competitive activities and solicitation of employees/customers
12. Transfer of Shares: Rules and restrictions regarding the transfer of shares, including right of first refusal
13. Exit Provisions: Procedures for founder exit, including voluntary departure and removal
14. Dispute Resolution: Procedures for resolving disputes between founders
15. Governing Law: Specification of Nigerian law as governing law and jurisdiction
1. Employment Terms: Terms of employment for founders who will be employees, used when founders plan to draw salaries
2. Future Funding: Provisions for future investment rounds and dilution protection, used when external funding is anticipated
3. Board Structure: Composition and operation of the board of directors, used for more complex governance structures
4. Deadlock Resolution: Specific procedures for resolving deadlock situations, important for companies with equal ownership
5. Family Succession: Provisions for succession in case of death or incapacity, particularly relevant for family businesses
6. International Operations: Provisions for international business activities, used when planning global operations
7. Founder Benefits: Special benefits or perks allocated to founders, used when specific founder privileges are agreed upon
8. Technology Development: Specific provisions for technology development and ownership, crucial for tech startups
1. Schedule 1: Share Capital Structure: Detailed breakdown of share allocation, share classes, and rights attached
2. Schedule 2: Initial Business Plan: Detailed business plan including market analysis, financial projections, and strategy
3. Schedule 3: Intellectual Property Register: List of all intellectual property owned by or licensed to the company
4. Schedule 4: Founder Details: Detailed information about each founder including contact details and qualifications
5. Schedule 5: Initial Capital Contributions: Detailed list of cash and non-cash contributions by each founder
6. Schedule 6: Reserved Matters: List of decisions requiring special majority or unanimous consent
7. Appendix A: Vesting Schedule: Detailed vesting terms and conditions for founder shares
8. Appendix B: Form of Deed of Adherence: Template for new parties joining the agreement in the future
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