Co-Founder Agreement

Business Formation
Contracts and Agreements

Overview

A Co-Founder Agreement is a legal document agreed upon between business co-founders that establishes the rights, responsibilities, and ownership of each co-founder.

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Create a Co-Founder Agreement Online - Complete Guide

A Co-Founder Agreement is a legally binding contract that defines how two or more founders will build, own and run a business together. It sets the foundation for your startup’s future—clarifying equity ownership, roles, decision-making, intellectual property (IP), compensation, and what happens if one founder leaves or circumstances change.

Co-Founder Agreements are essential at the earliest stages of a business. They help prevent disputes, protect your ownership, and ensure every founder understands their responsibilities and rights from day one. Investors also expect to see a clear agreement in place before providing funding, as it demonstrates alignment, governance and long-term stability.

This guide explains everything you need to know about Co-Founder Agreements: what they include, who needs one, when to create one, the legal principles involved across different jurisdictions and how to prepare a clear, fair and legally reliable agreement that supports your business as it grows.


CONTENTS
What is a Co-Founder Agreement?

What is a Co-Founder Agreement?

A Co-Founder Agreement is a legally binding contract that sets out how the founding members of a business will work together - defining ownership, responsibilities, decision-making rules and what happens if a founder leaves or the company evolves.

It is typically created before incorporation, acting as the foundation for later legal documents (such as Shareholders’ Agreements) and preventing misunderstandings as the business grows.

A well-structured Co-Founder Agreement usually covers:

Equity & Ownership

  • Percentage ownership for each founder
  • Vesting schedules (e.g., shares earned over 2–4 years)
  • “Good leaver” and “bad leaver” rules for departing founders

Roles, Duties & Expectations

  • Each founder’s operational role
  • Time commitments and responsibility areas
  • Authority levels for day-to-day decisions

Intellectual Property (IP) Ownership

  • Assignment of all founder-created IP to the company
  • Ownership of pre-existing IP contributed by founders
  • Confidentiality and protection of trade secrets

Decision-Making & Governance

  • How strategic and operational decisions are made
  • Majority vs unanimous voting thresholds
  • Appointment and duties of directors

Compensation, Salary & Expenses

  • Salary arrangements (if any)
  • Reimbursement of business expenses
  • Early-stage capital contributions

Exits & Founder Departures

  • What happens if a founder resigns, is removed or becomes inactive
  • Share buy-back or transfer mechanisms
  • Vesting treatment on exit

Disputes & Deadlock

  • Mediation or arbitration procedures
  • Deadlock-breaking mechanisms

Who Needs a Co-Founder Agreement?

A Co-Founder Agreement is essential for any venture started by two or more people, especially where money, intellectual property, long-term commitment or shared decision-making are involved. It protects the relationship, clarifies expectations and prevents disputes as the business grows.

Below are the groups that benefit most:

1. Founders Working Together on a New Venture

Any group of two or more founders - whether friends, colleagues or new partners - should formalise the partnership early. A Co-Founder Agreement is crucial when:

  • Each person contributes skill, capital, IP or time
  • Roles and responsibilities differ
  • Equity shares need to be defined
  • The long-term vision or commitment levels vary

Even strong friendships can break down when finances, workload or business direction conflict - a written agreement keeps everything clear and fair.

2. Startups (Pre-Seed to Series A)

Startups should have a Co-Founder Agreement in place before incorporation or fundraising, because it:

  • Sets out the equity split
  • Defines voting and governance
  • Clarifies roles for the founding team
  • Prevents disputes that can block investment or incorporation

Investors almost always check that founders have a solid agreement before committing funds.

3. Technical, Product or Creative Co-Founders

When founders contribute intellectual property (IP) - code, designs, branding, inventions, creative assets - a Co-Founder Agreement is vital to ensure:

  • All IP is owned by the company
  • Founders cannot later claim rights over assets
  • Work done before incorporation is properly assigned
  • Confidentiality and non-compete expectations are clear

This is especially important in tech, SaaS, product design, media, creative agencies and digital startups.

4. Teams Starting a Business Pre-Incorporation

Many businesses start informally before the legal entity exists. A Co-Founder Agreement:

  • Captures early contributions (cash, equipment, ideas, prototypes)
  • Defines ownership before shares are issued
  • Ensures founders understand their obligations from day one
  • Prevents disputes when incorporating or issuing equity

It acts as the “pre-company constitution” before formal documents like Articles or Shareholders’ Agreements.

5. Ventures Preparing to Raise Investment

Angel investors, accelerators and VCs expect founders to have:

  • Clear equity splits
  • Vesting schedules
  • Confirmed IP ownership
  • Governance rules
  • Formal dispute-resolution mechanisms

A Co-Founder Agreement demonstrates maturity and reduces perceived risk - often influencing investment decisions.

Summary

If you are starting, building or investing in a business with more than one founder, you need a Co-Founder Agreement. It protects relationships, aligns expectations and prevents future conflict - giving your venture a solid foundation to grow.


Benefits of a Co-Founder Agreement

A well-structured Co-Founder Agreement gives your business a stable foundation, reduces risk, and helps founders stay aligned during both early-stage growth and future challenges.

It ensures clarity, fairness and long-term trust between partners - and is one of the most important documents in any new venture.

Here are the key benefits and why they matter:

1. Clear Expectations and Defined Roles from Day One

The agreement sets out exactly what each founder is responsible for - operational duties, strategic decision-making, time commitment, authority levels and ongoing contributions.

This reduces friction, prevents assumptions and ensures founders understand who owns which part of the business.

2. Transparent and Fair Equity Structure

Equity is one of the most common sources of conflict.

A Co-Founder Agreement:

  • Documents the equity split
  • Explains why the split exists
  • Introduces vesting schedules
  • Prevents founders from leaving early with disproportionate ownership

This creates long-term fairness and stability within the team.

3. Strong Intellectual Property Protection

In most startups, IP is the business.

The agreement ensures that:

  • All IP created by any founder belongs to the company
  • Pre-existing IP is assigned or licensed properly
  • Founders cannot later claim ownership over code, content, designs or inventions

This is essential for product-based, tech, creative and software ventures - and is often a mandatory requirement for investors.

4. Clear Decision-Making and Governance

It defines how decisions are made:

  • Which decisions require majority vs unanimous consent
  • Who can sign contracts or spend money
  • How deadlocks are resolved
  • How new directors or officers are appointed

This prevents power struggles and keeps momentum even during disagreements.

5. Conflict Reduction and Dispute Prevention

By defining roles, responsibilities, equity, contributions and decision rights, the agreement prevents common disputes around:

  • Workload imbalance
  • Authority conflicts
  • Equity fairness
  • Performance issues
  • The direction of the company

It acts as a reliable reference point whenever disagreements arise.

6. Clear Exit, Removal and Buy-Out Terms

If a founder leaves, is removed, or becomes inactive, the agreement covers:

  • Share buy-back rules
  • Vesting and unvested equity forfeiture
  • Valuation methods
  • Notice requirements
  • Founder responsibilities during exit

This avoids disruptive exits and protects the business from instability.

7. Increased Investor Confidence and Due Diligence Readiness

Investors expect early governance to be documented.

A strong Co-Founder Agreement demonstrates:

  • Founder alignment
  • Ownership clarity
  • IP certainty
  • Conflict-resolution mechanisms
  • A stable founding team

This reduces investor risk and often accelerates funding decisions.

8. Long-Term Stability and Company Focus

With expectations locked in and governance agreed, founders can focus on:

  • Product development
  • Growth
  • Fundraising
  • Customer acquisition
  • Team building

The agreement removes ambiguity, reducing distractions and enabling founders to build the business instead of renegotiating fundamentals later.


When to Use a Co-Founder Agreement

A Co-Founder Agreement should be created as early as possible - ideally before money is spent, IP is created, or equity is discussed.

It protects the business during its most vulnerable stages and ensures founders stay aligned as the project grows.

Here are the most common situations where a Co-Founder Agreement is essential:

1. Early-Stage Collaboration Begins

When two or more people start working together on:

  • A business idea
  • A prototype
  • Market research
  • Early planning or strategy

Even at the concept stage, misunderstandings around equity, ownership and commitment can arise - so documenting expectations early helps avoid disputes.

2. Pre-Incorporation or Pre-Registration

Before the company is officially formed, founders should agree on:

  • Contributions (cash, IP, skills, time)
  • Ownership percentages
  • Decision-making processes

This ensures the incorporation documents (Articles, Shareholders’ Agreement) are consistent with what founders actually agreed.

3. Before Building IP, Code or Creative Assets

A Co-Founder Agreement should be in place before founders create:

  • Software
  • Designs
  • Branding
  • Content
  • Prototypes
  • Inventions

This ensures all intellectual property belongs to the business - not to individual founders.

4. Before Raising Investment

Investors typically request evidence of:

  • An agreed equity split
  • IP assignment
  • Founder vesting
  • Clear governance

A Co-Founder Agreement helps avoid delays or legal issues during due diligence and reassures investors that the team is aligned.

5. When a New Founder Joins or an Existing Founder Leaves

If the team expands or contracts, the agreement can:

  • Add or remove founders
  • Allocate or reassign shares
  • Reset vesting schedules
  • Document new responsibilities

This prevents disputes around valuation, ownership dilution or founder obligations.

6. To Prevent Equity or Role Disputes

If disagreements arise - or are likely to arise - over:

  • Who owns what
  • Who does what
  • Who makes decisions

A written agreement creates clarity and reduces the risk of conflict derailing the business.

Summary

Use a Co-Founder Agreement:

  • At the start of collaboration
  • Before creating value (IP/code)
  • Before incorporating
  • Before fundraising
  • When founders join or exit
  • To prevent disputes and maintain alignment

It’s always easier - and safer - to create the agreement early rather than trying to fix issues later.


Key Clauses to Include in a Co-Founder Agreement

A strong Co-Founder Agreement sets the foundation for how the business will operate today - and how it will handle success, conflict, growth or founder changes in the future.

The document should be detailed, practical and designed to protect the company as it evolves.

Below are the core clauses every Co-Founder Agreement should include, with clear explanations of why each matters.

1. Founders & Initial Contributions

This section identifies who the founders are and what each person is contributing at the start.

It typically covers:

  • Full names and contact details
  • Specific contributions: cash, equipment, IP, code, branding, expertise, labour
  • Ownership of any pre-existing IP (and whether it’s being assigned to the company)

It ensures each founder’s starting position is transparent and prevents later disputes over who contributed what.

2. Equity Ownership & Vesting

One of the most critical parts of the agreement.

Founders should clearly agree on:

  • Percentage ownership for each founder
  • Vesting schedules (e.g., 4-year vesting with a 1-year cliff)
  • What happens to unvested shares if a founder leaves
  • Conditions for dilution or reallocation of equity

It protects the business if a founder leaves early and ensures equity reflects long-term commitment.

3. Roles, Responsibilities & Time Commitment

This section focuses on how the business will operate day to day.

It defines:

  • Operational duties for each founder
  • Leadership roles (CEO, CTO, COO, CMO, etc.)
  • Expected working hours and availability
  • Authority limits (e.g., spending thresholds, contract signing powers)

It prevents misalignment and ensures everyone understands what they are responsible for.

4. Decision-Making, Voting & Governance

Clear decision-making rules are essential - especially as the company grows or disagreements occur.

Typically includes:

  • What decisions require unanimous approval (e.g., issuing shares, raising investment)
  • What decisions can be made by majority vote
  • Deadlock resolution procedures
  • Appointment or removal of directors/officers
  • Meeting rules and voting procedures

It helps the business move quickly while avoiding stalemates that could block progress.

5. Intellectual Property (IP) Assignment

All founders must confirm that any IP they create for the business belongs to the company - not to individuals.

This clause usually includes:

  • Assignment of all IP (code, branding, content, inventions, designs)
  • Confirmation that pre-existing IP used in the venture is licensed or assigned correctly
  • Confidentiality obligations
  • Optional non-compete / non-solicitation provisions

Investors will insist that the company owns all IP. Without this clause, the business may become legally unstable or uninvestable.

6. Compensation, Salary & Expenses

Founders should agree upfront on whether they will be paid and how expenses are handled.

This covers:

  • Salaries or stipends (if any)
  • When salaries may begin (e.g., after funding)
  • Rules for reimbursable expenses
  • Profit distribution and dividend policy (if applicable)

It prevents conflict when financial circumstances change or founders have different expectations.

7. Exit, Removal & Buy-Out Rules

A crucial clause that dictates what happens if a founder wants to leave - or must be removed.

This section typically includes:

  • Voluntary resignation
  • Removal for misconduct, underperformance or breach
  • Transfer or sale of shares
  • Valuation method for buy-outs
  • What happens to vested vs unvested shares
  • Treatment of equity on death or incapacity

Every startup eventually faces a founder change. This clause prevents disputes and protects the company’s continuity.

8. Dispute Resolution

Founders should agree on how disagreements will be resolved without derailing the business.

Options include:

  • Negotiation → mediation → arbitration
  • Mandatory cooling-off periods
  • Neutral third-party involvement

It keeps internal disputes private, structured and manageable - avoiding court battles.

9. Confidentiality & Data Protection

To protect the business and its customers, founders should agree to:

  • Keep all business information confidential
  • Safeguard data and IP
  • Avoid harmful or reputational disclosures

Startups often handle sensitive information - this clause reduces risk and protects commercial value.

10. Governing Law & Formalities

This clause confirms:

  • Which country’s law applies
  • How the agreement takes effect
  • Required signatures and execution rules

It ensures the contract is enforceable and avoids uncertainty in international teams.


Legal Requirements for a Co-Founder Agreement

A Co-Founder Agreement is a private contract, and in most countries it is legally binding once signed - provided it is clear, fair and satisfies basic contract law principles.

Although not usually required by statute, investors and advisors expect one and enforceability depends on proper drafting.

Below are the core legal requirements recognised internationally, followed by jurisdiction-specific considerations (UK, US, EU and others).

Core Global Legal Requirements

1. Written Agreement

While some jurisdictions allow verbal contracts, a Co-Founder Agreement must be in writing to be enforceable, especially where the following are involved.:

  • Equity ownership
  • IP rights
  • Vesting
  • Governance / decision-making
  • Financial obligations

2. Capacity and Intention to Create Legal Relations

It is a universal contract law requirement that all founders must:

  • Have legal capacity (e.g., over 18, sound mind)
  • Intend the agreement to be legally binding

3. Clear and Unambiguous Terms

Ambiguity can invalidate parts of the agreement.

Key terms must be explicit, including:

  • Equity percentages
  • IP assignment
  • Vesting schedules
  • Roles and decision rights
  • Exit rules and share transfer processes

4. Consideration

Most legal systems require consideration - something of value exchanged.

This is typically satisfied through:

  • Contribution of cash, labour, IP, assets, or time
  • Granting of shares in return

Without consideration, parts of the contract may be unenforceable.

5. Proper Execution and Signatures

To be enforceable:

  • All founders must sign
  • Dates should be recorded
  • Digital signatures are usually acceptable

Some countries require additional formalities for share transfers - but not for a pre-incorporation founder contract.

6. Intellectual Property Assignment Compliance

IP ownership must be properly transferred to the business.

In many regions, IP assignment has specific legal requirements, such as:

  • Assignment must be in writing
  • Assignment must be signed by the creator
  • Some IP (e.g., patents) requires explicit assignment wording
  • Pre-existing IP must be licensed or assigned properly

This is critical for fundraising and due diligence.

7. Alignment With Future Corporate Documents

Once the business incorporates, the Co-Founder Agreement should align with:

  • The Articles of Association
  • The Shareholders’ Agreement
  • Any written resolutions or share issue documents

If there is a clash, post-incorporation corporate documents usually take priority unless otherwise stated.

8. Fairness and Reasonableness

While courts rarely override freely negotiated contracts, terms may be challenged if:

  • They are blatantly unfair
  • One party was misled or pressured
  • Clauses restrict trade excessively (e.g., over-broad non-competes)

Reasonableness supports enforceability worldwide.


Jurisdiction Examples

United Kingdom
A Co-Founder Agreement is enforceable under general contract law if:

  • It’s in writing
  • Terms are clear
  • IP assignment follows required statutory form
  • No unlawful restrictions are imposed

After incorporation, it should align with the Articles and Shareholders’ Agreement. Venture capital investors will expect vesting and IP assignment to be clearly documented.

United States
A Co-Founder Agreement must comply with:

  • State contract law
  • Federal IP laws (e.g., patent assignment specificity)
  • Securities regulations if equity is transferred

Many US states prohibit overly broad non-compete clauses (e.g., California). Proper IP assignment language is essential for enforceability.

European Union
Requirements vary by country but commonly include:

  • Clear written terms
  • Compliance with national labour, IP and contract law
  • Enforceable assignment of copyright and patent rights
  • Reasonable restrictions on competition

Some EU jurisdictions require more explicit wording for assigning future IP.

Australia / New Zealand
Generally enforceable if:

  • In writing and signed
  • Consideration is present
  • IP assignment follows statutory requirements

Unreasonable restraints of trade may be struck out or narrowed by courts.

Canada
Typical requirements include:

  • Written clarity
  • Valid consideration
  • Compliance with provincial IP, contract and securities law

Like other regions, non-compete restrictions must be reasonable in scope and duration.


Why Legal Requirements Matter

A poorly drafted Co-Founder Agreement can:

  • Undermine equity ownership
  • Leave IP with individual founders instead of the company
  • Create uncertainty in disputes
  • Block investment due to due-diligence red flags

A compliant agreement strengthens governance, protects the business and ensures enforceability from day one.


How to Create a Co-Founder Agreement

Creating a Co-Founder Agreement involves two elements:

  • Following the correct steps to ensure clarity, fairness and legal enforceability.
  • Choosing the right method based on the complexity of your partnership and future plans.

A well-prepared agreement protects the business, strengthens founder relationships and avoids problems as the company grows.

The Steps to Create a Co-Founder Agreement

Although every business is different, most founder agreements follow a similar process. The goal is to document expectations and ownership clearly while protecting the company’s IP and long-term interests.

1. Align on the Key Commercial Terms

Before drafting begins, founders should openly discuss and agree on:

  • Each founder’s contributions (cash, labour, IP, expertise, contacts)
  • Ownership percentages and vesting schedules
  • Roles, responsibilities and time commitment
  • How decisions are made (unanimous vs majority vs delegated)
  • How disputes will be resolved
  • What happens if someone leaves, reduces involvement or breaches duties

This alignment forms the foundation of the written contract.

2. Draft the Agreement Clearly and Comprehensively

The written agreement should cover all essential clauses, including:

  • Founders and contributions
  • Equity, vesting and ownership rules
  • Roles and decision-making rights
  • IP assignment and confidentiality
  • Compensation/expenses (if any)
  • Exit rules and share transfers
  • Dispute resolution and governing law

Clarity is crucial - vague or incomplete terms can cause conflict later or become unenforceable.

3. Review and Negotiate Adjustments

Each founder should have the opportunity to:

  • Suggest amendments
  • Raise concerns or clarify obligations
  • Request fairness around vesting, dilution or buy-out terms

Discussions should be transparent and collaborative - this step builds trust and reduces future friction.

Some jurisdictions and investors strongly encourage founders to obtain independent legal advice, especially when equity and IP are involved.

4. Finalise, Sign and Store the Agreement

The agreement becomes legally binding when:

  • All founders sign (digital signatures generally acceptable)
  • Dates are included
  • IP assignment schedules or annexes are properly executed
  • Copies are stored securely and shared with all founders

After incorporation, the Co-Founder Agreement should be checked against the Shareholders’ Agreement and Articles of Association so everything remains consistent.

5. Implement Ongoing Governance

Once signed, founders should ensure:

  • IP is properly assigned to the company
  • Share certificates or cap-table records match the agreed split
  • Vesting schedules are documented and monitored
  • Decision-making and communication processes are followed

Good governance maintains alignment and helps the business operate smoothly.


Different Ways to Create a Co-Founder Agreement

There are several methods depending on the complexity of the business, budget and risk level.

1. DIY Co-Founder Agreement

Best for: very early, low-risk projects with zero external funding.
Pros: free, fast.
Cons: high risk of missing essential clauses (IP, vesting, exits). Not recommended for serious ventures.

2. Pre-Built Templates

Best for: founders who understand the basics and want a structured starting point.
Pros: inexpensive, quick to adapt.
Cons: may need customisation; risk of misalignment with local law or future investor expectations.

3. Online Document Generators

Best for: startups wanting a balanced, affordable and legally robust agreement.
Pros: Guided questions produce tailored content covering essential clauses.
Cons: May still require legal review for high-value or multi-jurisdiction ventures.

4. Solicitor-Drafted Agreements

Best for: Complex equity structures, cross-border founders, ventures expecting investment soon and significant IP or patent considerations.
Pros: highest accuracy, tailored advice, investor-ready.
Cons: most expensive method.

5. Hybrid Approach

Many startups use an online generator for structure - then have a solicitor review it for accuracy. This offers a strong balance of cost, speed and legal certainty.


Cost of a Co-Founder Agreement

The cost of creating a Co-Founder Agreement varies depending on how customised and legally detailed you need it to be:

1. DIY or Basic Templates — £0 to £50
Suitable only for very simple, low-risk ventures. Often missing key clauses like vesting, IP and exit rules.

2. Online Document Generators — £20 to £150
A cost-effective option for most startups. Guided questionnaires create a structured, legally reliable agreement tailored to your business.

3. Solicitor Review — £200 to £500
Used when founders want a professional to check terms, vesting, governance or IP assignment before fundraising.

4. Solicitor-Drafted Agreements — £500 to £1,500+
Recommended for complex equity splits, international founders, or businesses preparing for investment. Offers full legal advice and custom drafting.


Co-Founder Agreement Template

The example below provides a simple overview of how a Co-Founder Agreement is typically structured and the type of information it usually contains. Actual wording will vary depending on your business model, contributions, equity split and any local legal requirements.


CO-FOUNDER AGREEMENT
This Agreement is made on [date] between:

[Founder 1 Name]
and
[Founder 2 Name]
(together, “the Founders”).

The Founders agree to collaborate to create, develop and operate [Business Name] (the “Company”) and to govern their relationship under the terms of this Agreement.

Each Founder will contribute the following to the business:
[Founder 1]: [cash / IP / assets / expertise / time commitment]
[Founder 2]: [cash / IP / assets / expertise / time commitment]
Additional contributions may be agreed in writing between the Founders.

The ownership of the Company shall be allocated as follows:
[Founder 1]: [percentage]%
[Founder 2]: [percentage]%
If a vesting schedule applies, shares will vest according to [vesting terms].

Each Founder will have the following role:
[Founder 1]: [role / responsibilities]
[Founder 2]: [role / responsibilities]
Day-to-day authority and key decision areas may be expanded or adjusted as the Company grows.

All intellectual property created by either Founder in connection with the business will be automatically assigned to, and owned by, the Company.
Both Founders agree to maintain confidentiality and protect the Company’s proprietary information.

Major decisions will require [majority / unanimous] approval, including (but not limited to):
- Changes to equity or ownership
- Major financial commitments
- Appointment of directors or key roles
- Changes to business strategy or structure

Any salary, profit distribution or reimbursement of expenses will be managed according to [agreed terms or company policy].

If a Founder resigns, is removed, or otherwise leaves the Company:
- Their shares will be handled according to [buy-back / valuation / transfer] rules.
- The remaining Founder(s) may continue running the Company.
- Confidentiality and IP obligations will continue after departure.

Any dispute between the Founders will first be addressed through negotiation.
If unresolved, the parties agree to attempt mediation before pursuing legal action.

This Agreement is governed by the laws of [country / state], unless the Founders agree otherwise in writing.

Signed:

Founder 1: __________________________
Name: ______________________________
Date: _______________________________

Founder 2: __________________________
Name: ______________________________
Date: _______________________________

Robot Lawyer provides a solicitor-verified Co-Founder Agreement that outlines roles, responsibilities, equity ownership, intellectual property rights, decision-making processes, vesting and exit arrangements between founders.

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Co-Founder Agreement FAQs

Is a Co-Founder Agreement legally binding?

Yes. Once written, agreed and signed by all founders, it becomes a legally enforceable contract that governs ownership, responsibilities, IP rights and what happens if a founder leaves or the business changes direction.

How is a Co-Founder Agreement different from a Shareholders’ Agreement?

  • A Co-Founder Agreement is typically created before incorporation, when roles, ownership and expectations are still being set.
  • A Shareholders’ Agreement applies after the company is formed and shares are issued, governing shareholder rights, company structure and formal corporate governance.

Most startups start with a Co-Founder Agreement and later replace or supplement it with a Shareholders’ Agreement.

Does a Co-Founder Agreement cover vesting of equity?

Yes. Vesting clauses are common and highly recommended. They ensure founders “earn” equity over time or based on contribution milestones, preventing someone who leaves early from retaining a large ownership stake.

Who owns the intellectual property in a startup - the founders or the company?

A good Co-Founder Agreement makes this explicit. In most cases, all IP created by founders for the business must be assigned to the company once it is formed. This is essential for investor due diligence and protects the business if a founder leaves.

What happens if a co-founder leaves the business?

This depends on the agreement, but standard terms include:

  • Buy-back or transfer of their shares
  • Adjusted vesting (e.g., unvested shares return to the company)
  • Return of confidential information and company materials
  • Restrictions on competing or poaching clients/staff
  • Agreed notice periods or handover obligations

Can sweat equity be included in a Co-Founder Agreement?

Yes. Non-financial contributions - such as time, expertise, labour or IP - can be recognised through sweat equity. The agreement should state the value, how it converts into ownership, and whether it is subject to vesting.

Do investors expect founders to have a Co-Founder Agreement?

Absolutely. Early-stage investors routinely review founder arrangements as part of due diligence. They look for:

  • Clear equity splits
  • Vesting schedules
  • IP ownership assigned to the company
  • Dispute-resolution processes
  • Founder roles and commitments

Having a Co-Founder Agreement in place demonstrates governance, alignment and reduced risk - all positive factors for investment.

Can we change the agreement later?

Yes. Most Co-Founder Agreements can be amended by mutual written consent, and many are eventually replaced by a Shareholders’ Agreement once the company incorporates or raises investment.

Do founders need legal advice?

While not always legally required, independent legal advice is strongly recommended - especially where equity, vesting, IP or restrictive covenants are involved. It ensures all parties fully understand their rights and obligations


Create a Co-Founder Agreement Online

Need a Co-Founder Agreement? Robot Lawyer helps you create a clear, legally reliable contract in minutes - designed to define ownership, protect intellectual property, set out roles and responsibilities, and prevent future disputes between founders.

How it works:

1. Select Create Document → below to begin.
2. Answer a few quick questions about founders, contributions, equity splits, roles, IP and decision-making rules.
3. Receive a solicitor-verified Co-Founder Agreement instantly, tailored to your business and contribution structure.
4. Review, sign and share the final agreement with all founders.

Start the questionnaire to generate your document

✔ Customisable for startups, partnerships and pre-incorporation ventures
✔ Covers equity, vesting, IP assignment, roles, governance and exit terms
✔ Legally reliable, structured and ready for immediate download
✔ Supports long-term founder alignment and investor-ready documentation


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