Co Founder Equity Agreement Template for Philippines

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Key Requirements PROMPT example:

Co Founder Equity Agreement

"I need a Co-Founder Equity Agreement for a Philippine technology startup with three co-founders, where I'll own 40% and the other two will split the remaining 60%, with a four-year vesting schedule starting March 2025 and special provisions for intellectual property protection."

Document background
The Co-Founder Equity Agreement is a critical document used when establishing or formalizing a business relationship between two or more founders in the Philippines. It becomes necessary when multiple individuals come together to start a company and need to clearly define their ownership stakes, responsibilities, and rights. This agreement must comply with Philippine corporate law, particularly the Revised Corporation Code and Securities Regulation Code, and typically includes provisions for equity distribution, vesting schedules, voting rights, transfer restrictions, and exit mechanisms. The document serves as a crucial risk management tool by preventing potential disputes and misunderstandings between founders, while also providing clarity to future investors about the company's ownership structure and governance.
Suggested Sections

1. Parties: Identification of all co-founders and the company, including their complete legal names and addresses

2. Background: Context of the agreement, including company formation details and purpose of the arrangement

3. Definitions: Definitions of key terms used throughout the agreement

4. Equity Allocation: Details of initial equity distribution among co-founders, including number of shares, classes of shares, and percentage ownership

5. Vesting Provisions: Terms of equity vesting, including vesting schedule, cliff period, and acceleration events

6. Roles and Responsibilities: Defined roles, commitments, and expectations for each co-founder

7. Board Composition: Structure and voting rights of the board of directors

8. Decision Making: Process for major business decisions and required voting thresholds

9. Transfer Restrictions: Limitations on transfer of shares and right of first refusal provisions

10. Exit Provisions: Terms governing founder departure, including good leaver/bad leaver provisions

11. Confidentiality: Obligations regarding company and co-founder confidential information

12. Representations and Warranties: Standard representations by all parties

13. Term and Termination: Duration of agreement and grounds for termination

14. Governing Law and Jurisdiction: Specification of Philippine law as governing law and jurisdiction for disputes

15. General Provisions: Standard boilerplate clauses including notices, amendments, and severability

Optional Sections

1. Intellectual Property Assignment: Detailed IP assignment provisions when significant pre-existing IP is involved

2. Non-Competition and Non-Solicitation: Restrictions on competitive activities and employee solicitation, if desired

3. Investment Commitments: Required capital contributions if additional founder investment is expected

4. Drag-Along and Tag-Along Rights: Rights for share sale participation, typically added if future investment is anticipated

5. Dispute Resolution: Detailed arbitration or mediation procedures if preferred over court proceedings

6. Employment Terms: Executive employment terms if founders will be employed by the company

7. Dead Lock Resolution: Specific procedures for resolving deadlocks in decision-making

8. Future Funding Provisions: Terms governing future funding rounds and dilution protection

Suggested Schedules

1. Schedule A - Cap Table: Detailed breakdown of share ownership and classes

2. Schedule B - Vesting Schedule: Detailed vesting timeline and terms for each founder

3. Schedule C - Company Information: Corporate details including registration numbers and registered address

4. Schedule D - Founder Details: Detailed information about each founder including contact details and share certificates

5. Schedule E - IP Schedule: List of intellectual property being contributed by each founder

6. Schedule F - Reserved Matters: List of decisions requiring special approval

7. Appendix 1 - Share Transfer Form: Template for executing share transfers

8. Appendix 2 - Deed of Adherence: Template for new shareholders joining the agreement

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

E-commerce

Financial Services

Healthcare

Education Technology

Manufacturing

Professional Services

Real Estate

Food and Beverage

Retail

Digital Media

Software Development

Biotechnology

Consulting

Social Enterprise

Relevant Teams

Legal

Corporate Secretarial

Executive Leadership

Board of Directors

Corporate Governance

Compliance

Finance

Human Resources

Relevant Roles

Chief Executive Officer

Chief Operating Officer

Chief Technology Officer

Chief Financial Officer

Managing Director

Company Founder

Co-Founder

Executive Director

Corporate Secretary

General Counsel

Legal Counsel

Corporate Lawyer

Business Development Director

Startup Founder

Entrepreneur

Managing Partner

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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