The Co-Founder Agreement is a crucial document used when two or more individuals decide to establish a business venture together in the Netherlands. It should be implemented at the earliest stages of business formation, ideally before or concurrent with company incorporation. This agreement is essential for documenting the founders' rights, responsibilities, and expectations, while ensuring compliance with Dutch legal requirements. The document typically includes detailed provisions on equity distribution, capital contributions, decision-making processes, intellectual property rights, and exit strategies. It serves as a preventive measure against future disputes and provides a clear framework for the business relationship. The agreement should be drafted with consideration of Dutch corporate law, particularly the Civil Code (Burgerlijk Wetboek) and relevant commercial regulations.
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1. Parties: Identification and details of all co-founders and the company (if already established)
2. Background: Context of the agreement, including the business concept and purpose of the collaboration
3. Definitions: Clear definitions of key terms used throughout the agreement
4. Business Description: Detailed description of the business venture and its objectives
5. Roles and Responsibilities: Specific duties and areas of responsibility for each co-founder
6. Equity Distribution: Initial shareholding structure and any vesting arrangements
7. Capital Contributions: Details of initial and future capital contributions from each co-founder
8. Decision Making: Process for making business decisions and voting rights
9. Intellectual Property: Assignment and ownership of IP created before and during the venture
10. Confidentiality: Protection of confidential information and trade secrets
11. Non-Competition: Restrictions on competing activities during and after the relationship
12. Exit Provisions: Procedures for founder departure, including share transfer and valuation
13. Term and Termination: Duration of the agreement and circumstances for termination
14. Dispute Resolution: Process for resolving disagreements between co-founders
15. Governing Law: Specification of Dutch law as governing law and jurisdiction
1. Salary and Compensation: Terms of any salary or compensation for co-founders who will be employees - include if co-founders will draw a salary
2. External Investment: Procedures for accepting external investment and dilution protection - include if seeking external funding
3. Board Structure: Composition and operation of the board of directors - include for more formal corporate structures
4. Deadlock Resolution: Specific procedures for resolving deadlock situations - important for 50/50 ownership structures
5. Family Rights: Provisions for family members' involvement or inheritance - include if family succession is relevant
6. International Operations: Provisions for international business activities - include if planning international operations
7. Good Leaver/Bad Leaver: Different treatment of departing founders based on circumstances - include if sophisticated equity structures are needed
1. Business Plan: Detailed business plan including market analysis and financial projections
2. Vesting Schedule: Detailed timeline and conditions for share vesting
3. Initial Capital Contributions: Itemized list of each founder's initial contributions (cash, assets, IP)
4. Share Capital Table: Detailed breakdown of shareholding structure and share classes
5. Founder Responsibilities Matrix: Detailed breakdown of each founder's roles, duties and KPIs
6. IP Register: List of existing IP being transferred to the company
7. Company Formation Documents: Copies of official company registration documents
8. Restricted Activities List: Detailed list of activities requiring unanimous founder approval
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