VENDORS, PARTNERS & FOUNDERS

Founders' Agreement

Sign as early as possible after incorporating, while the founders agree on everything. It avoids the classic dispute where a co-founder leaves early but keeps a large stake. Mirror the transfer and vesting terms in the company's Articles of Association.

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Company name *

Company CIN *

Registered office *

Founder 1 name *

Founder 1 address *

Founder 1 role

Founder 1 shareholding (%) *

Founder 2 name *

Founder 2 address *

Founder 2 role

Founder 2 shareholding (%) *

Vesting start date *

Lock-in on share transfers (months)

Place *

Date *

Courts / seat of arbitration (city) *

Laws this relies on

Companies Act, 2013 · Section 2(68)A private company's Articles must restrict the right to transfer its shares — vesting, lock-in and pre-emption terms should be written into the Articles.
Indian Contract Act, 1872 · Section 27A non-compete cannot bind a founder after they leave; restrictions apply only while they are engaged with the company as a director, officer, employee or consultant.
Copyright Act, 1957 · Section 19Assignment of copyright must be in writing and signed by the assignor.
Indian Contract Act, 1872Governs the founders' mutual promises on roles, vesting and transfers.

How to execute

Print on non-judicial stamp paper of the value your state requires (or e-stamp), then sign with witnesses.

Print on non-judicial stamp paper or an e-stamp certificate of the value prescribed by the Stamp Act of the state where it is signed — stamp duty varies by state. All signatories should initial every page and sign before two witnesses. Pass a board and shareholder resolution to amend the Articles of Association so that the transfer restrictions bind the company and future shareholders.

Click anywhere in the letter to edit it. Changes to the form keep flowing in.

This is a general template, not legal advice. Laws, stamp duty and procedures vary by state and change over time — have a qualified advocate review it for your facts before signing or sending.