Pre-incorporation founder’s agreements

startup founders

I’m currently working on a couple of speculative projects where a non-trivial (more than a weekend) amount of unpaid work is necessary up-front to prove out the business. It’s important – especially when you’re working with new people – to flesh out everyone’s expectations in the beginning (and way easier than down the road). However, too much discussion is a waste of time before you’ve created a product that’s worth something.

Here are a few key questions to be answered.

  1. How much time and money will be invested by each founder?
  2. What are the specific roles and responsibilities of each founder?
  3. What is the scope of the Version 1 product we’re working towards, or hypotheses we’re testing?
  4. What is the definition of success? What outcome would keep each team member working on this project at the same or greater level of effort?

From there, you can negotiate.

  1. The percentage ownership split. What percentage will each founder get if the project is sold?
  2. The percentage profit split. What percentage of earnings will each founder get?
  3. How will decisions be made? Is there one CEO, or is a majority vote sufficient? Can a majority of founders kick out another founder?
  4. What happens if the project fails, there is a disagreement, or interest fizzles out? Who keeps the IP (code) and branding (name) – subject to the others buying it from them?

After the Version 1 milestone is reached, if your project is a success – congrats (this is rare)! You should actually incorporate. Hopefully all founders will be on good terms based on the expectations set at the beginning (and reasonable with the most-likely changed requirements and direction of the business). If you haven’t hit it out of the park, re-evaluate, re-negotiate, and take another shot (or move on).

Here are a few templates for putting your pre-incorporation founder agreement in writing.

Please leave a comment below if I’ve forgotten anything, or if you have another resource I should add.

Aside: when researching this, I thought Startup Weekend surely must have a FAQ about this, and they do (in particular about IP and ownership). This is a great answer for a project where the initial investment is just a weekend.

Startup Weekend: How do teams address the issue of IP/ownership? While it doesn’t hurt to be clear about your individual expectations from the start, we’ve found that teams who don’t spend time addressing this issue until it actually matters (i.e., there is a tangible product to have ownership of) are much more productive and successful than those who do.

Related: Ideas are inevitable, why I don’t sign NDAs and laugh at stealth mode




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