Today’s Tip: Co-founder agreements

Slim Geransar
3 replies
Make sure before bringing on co-founders (regardless of who they are) you have a solid agreement. Further more I highly recommend having a vesting period and a cliff to protect yourself. Here are the basic core elements to think about. But be sure to seek legal advice (I am not a lawyer) 1. Ownership Structure: This specifies how equity is divided among the co-founders and what happens to a co-founder’s shares if they leave the company. 2. Roles and Responsibilities: Clearly defines the duties and expectations for each co-founder. 3. Decision Making: Outlines how decisions are made, including votes required for major decisions. 4. Conflict Resolution: Procedures for handling disagreements among co-founders. 5. Capital Contributions: Details regarding any initial capital that co-founders are contributing and future contributions expectations. 6. Compensation and Distributions: How and when co-founders will be paid or allowed to take profits from the company. 7. Vesting Schedule: Terms under which co-founders earn their equity, typically over time to ensure commitment to the company. 8. Intellectual Property: Assigns any relevant IP to the company and establishes rules for any future IP created. 9. Non-compete and Confidentiality: Restrictions on co-founders from engaging in competing businesses and obligations to keep company information confidential. 10. Exit Strategy: Guidelines for what happens if a co-founder wants to sell their shares, the company is sold, or if a co-founder passes away. Let me know if I missed anything

Replies

Stefan Pettersson
This feels very ChatGPT generated. Be cautions: it does spit an answer or list to whatever you ask it - as in this case. This feels like a bit of a mix between different things. But does miss fundamental things that should be in every share holder agreement like drag-along, tag-along, definition of bad/good leaver and so on. ”Procedures for handling disagreements among co-founders”? Slim, can you elaborate what kind of procedures that is? Actually, one thing I once heard that I think is really true is the phrase: ”What starts with champagne ends with lawyers, what starts with lawyers ends with champagne”
@stpe I actually took most of these from my current co-founder agreement. Process for handling disagreements just means let’s say there are 3 of you. What if there isn’t a unanimous decision and 1 person doesn’t agree. Does then this mean the decision with two votes win? What if there are only 2 cofounders and you both disagree on something. Does the founder with higher equity split make the final decision? If you have same equity split, the the person who manages that area from where the decision being made has final say? This clause basically helps mitigate disagreement disasters as everyone agrees up front about resolution I absolutely love your phrase too by the way. So good!!
André J
It's impossible to hedge against everything. You might over engineer this to oblivion. IMO find a co-founder that complement your strengths. Someone that will amplify you. Ying to your Yang. Yang and Yang is 😅