The Pre-Incorporation Founders Agreement is a crucial document used in the Philippines when two or more individuals or entities plan to establish a business together but haven't yet formally incorporated the company. This agreement is particularly important in the Philippine business context as it establishes clear guidelines and protections during the vulnerable pre-incorporation phase. It addresses key aspects such as initial capital contributions, equity distribution, intellectual property rights, and founder responsibilities, all while ensuring compliance with Philippine corporate laws, particularly the Revised Corporation Code. The document helps prevent future disputes by clearly documenting all founders' expectations and commitments before significant resources are invested in the venture. It's especially vital given the Philippine legal requirement for proper documentation of pre-incorporation arrangements and the need to protect all parties' interests during the business formation phase.
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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 intention to incorporate
3. Definitions: Key terms used throughout the agreement
4. Business of the Company: Detailed description of the proposed business, its objectives, and scope
5. Founders' Contributions: Details of what each founder will contribute (capital, assets, intellectual property, services)
6. Equity Structure: Proposed shareholding structure and share classes upon incorporation
7. Roles and Responsibilities: Specific duties and commitments of each founder
8. Decision Making: Process for making key decisions during pre-incorporation phase
9. Intellectual Property: Ownership and transfer of IP developed before incorporation
10. Confidentiality: Protection of confidential information and trade secrets
11. Incorporation Process: Timeline and responsibilities for company incorporation
12. Term and Termination: Duration of the agreement and circumstances for termination
13. Dispute Resolution: Process for resolving disagreements between founders
14. Governing Law: Specification of Philippine law as governing law
15. General Provisions: Standard boilerplate clauses including notices, entire agreement, and amendments
1. Non-Compete: Restrictions on founders engaging in competing businesses, used when founders have existing business interests or industry connections
2. Vesting Provisions: Schedule for earning equity over time, used when founders want to ensure long-term commitment
3. Death/Incapacity: Procedures in case of founder death or incapacity, important for high-risk ventures or older founders
4. External Investment: Framework for accepting future investment, relevant for startups planning to seek external funding
5. Family Succession: Rules for family business succession, relevant for family-owned ventures
6. Foreign Ownership Provisions: Special provisions complying with Philippine foreign ownership restrictions, needed when foreign founders are involved
1. Schedule A - Business Plan: Detailed business plan including market analysis and financial projections
2. Schedule B - Initial Contributions: Itemized list of each founder's initial contributions with valuations
3. Schedule C - Intellectual Property Register: List of all IP assets being contributed or developed
4. Schedule D - Share Structure: Detailed breakdown of proposed shareholding and share classes
5. Schedule E - Roles and Responsibilities Matrix: Detailed matrix of founder roles, responsibilities, and time commitments
6. Schedule F - Implementation Timeline: Timeline for pre-incorporation activities and incorporation process
7. Schedule G - Key Performance Indicators: Metrics for evaluating founder performance and business progress
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