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Founders Agreement
I need a founders agreement for a startup with three co-founders, outlining equity distribution, roles and responsibilities, decision-making processes, and a vesting schedule with a 1-year cliff and 4-year vesting period. The agreement should also include provisions for resolving disputes and handling the departure of a founder.
What is a Founders Agreement?
A Founders Agreement spells out the key rights, roles, and responsibilities between people starting a business together in Indonesia. It captures vital details like ownership splits, decision-making powers, and what happens if someone wants to leave the venture - similar to a prenuptial agreement for business partners.
Under Indonesian company law, while not legally required, this written contract helps prevent costly disputes by clarifying expectations upfront. Smart founders use it to address critical issues like intellectual property rights, profit sharing, and management duties before launching their PT (Perseroan Terbatas) or other business entity. The agreement becomes especially important when seeking investment or during major company changes.
When should you use a Founders Agreement?
Create a Founders Agreement right when you start planning your business venture in Indonesia, before any money changes hands or work begins. The perfect time is during those early conversations when you're discussing roles, responsibilities, and how to split ownership with your co-founders.
This agreement becomes especially crucial when bringing on new partners, accepting initial funding, or developing valuable intellectual property. Indonesian business law offers basic protections, but having clear terms in writing helps prevent misunderstandings about profit sharing, decision-making powers, and exit strategies. Getting these details sorted early makes future transitions and growth much smoother.
What are the different types of Founders Agreement?
- Founders Contract: Basic agreement covering fundamental partnership terms and ownership structure
- Co Founder Vesting Agreement: Focuses on gradual ownership earning over time to ensure long-term commitment
- Founders Service Agreement: Details specific roles, responsibilities, and service commitments of each founder
- Founder Employment Agreement: Combines founder duties with formal employment terms and compensation
- Startup Shareholders Agreement: Expands beyond basic terms to include detailed equity arrangements and investor relations
Who should typically use a Founders Agreement?
- Co-Founders: Primary parties who sign and are bound by the Founders Agreement, typically entrepreneurs starting a business together in Indonesia
- Legal Counsel: Attorneys who draft and review the agreement to ensure compliance with Indonesian company law
- Company Secretary: Maintains official records and ensures the agreement aligns with corporate governance requirements
- Early Investors: Often review the agreement before investing to understand founder relationships and commitments
- Business Consultants: Help structure the agreement terms based on industry standards and business objectives
How do you write a Founders Agreement?
- Basic Information: Gather each founder's complete legal name, citizenship status, and contact details as required by Indonesian law
- Business Details: Document proposed company name, business structure, and core activities aligned with KBLI codes
- Ownership Structure: Define exact equity percentages, initial capital contributions, and vesting schedules
- Role Definition: List specific responsibilities, time commitments, and decision-making authority for each founder
- Exit Planning: Outline procedures for founder departure, share transfers, and dispute resolution methods
- Documentation: Use our platform to generate a legally-sound agreement that includes all mandatory elements under Indonesian law
What should be included in a Founders Agreement?
- Party Information: Full legal names, addresses, and citizenship status of all founders as per Indonesian civil code
- Company Details: Proposed business name, structure, and planned activities under relevant KBLI classifications
- Capital Structure: Initial investments, equity distribution, and profit-sharing arrangements
- Management Rights: Decision-making protocols and voting thresholds for key business matters
- IP Assignment: Clear transfer of intellectual property rights to the company
- Non-Compete Terms: Reasonable restrictions on competitive activities
- Exit Mechanisms: Share transfer rules and founder departure procedures
- Dispute Resolution: Mediation and arbitration processes under Indonesian jurisdiction
What's the difference between a Founders Agreement and a Business Acquisition Agreement?
A Founders Agreement differs significantly from a Business Acquisition Agreement in several key ways, though both are crucial documents in Indonesian business law. While Founders Agreements establish the initial relationship between co-founders starting a new venture, Business Acquisition Agreements govern the purchase of an existing business.
- Timing and Purpose: Founders Agreements come into play at business formation, setting initial terms between partners. Business Acquisition Agreements handle the transfer of established businesses
- Scope of Terms: Founders Agreements focus on equity splits, roles, and future operations. Acquisition Agreements deal with asset valuation, transfer conditions, and existing liabilities
- Party Relationships: Founders Agreements create new partnerships between co-founders. Acquisition Agreements manage the seller-buyer relationship in business transfers
- Duration: Founders Agreements typically govern ongoing relationships, while Acquisition Agreements primarily cover the transaction period and immediate aftermath
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