Agreement
₹9,999+ GST
Drafted from your term sheet.
- Founders' agreement drafted from your Co-founder Prenup term sheet
- Split, vesting, leaver, IP, roles and deadlock clauses
- One call with all the founders
- One revision round
Founders' agreement drafting: the split, vesting and exits, settled.
Drafted from your Co-founder Prenup term sheet, with the share terms in your Articles so they bind the company.
Price estimator
- 1Price
- 2Details
- 3Done
Plan
Everything in Agreement, plus
- Share terms added to your Articles
- Board and special resolutions
- MGT-14 filed with the ROC
- Professional fee₹19,999
- GST at 18% on our fee₹3,600
- Government feesStamp duty on the agreement under your State's Stamp Act and the MCA fee for MGT-14 are paid at cost.At cost
Fee plus GST
Key facts
- Service
- A founders' agreement for two to four co-founders, drafted from your Co-founder Prenup term sheet
- Governing law and forms
- Indian Contract Act 1872; for the Articles, Companies Act 2013 Section 14 (special resolution) and MGT-14 within 30 days
- Time taken
- About two weeks to signing; the Articles change adds the meeting notice and the filing
- Our fee from
- ₹9,999 + GST
- Government fees
- Stamp duty on the agreement under your State's Stamp Act and the MCA fee for MGT-14 are paid at cost.
- Who it is for
- Co-founders before or after incorporating a Private Limited Company; an LLP records the same terms in its LLP agreement
- Typical terms
- Four-year vesting with a one-year cliff, good and bad leaver terms, a tie-breaker for deadlock
- Registration
- Not needed: the agreement is stamped under your State's Stamp Act, not registered
Why founders trust BizExpress
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Is a founders' agreement right for you?
It fits if you
You are two to four founders with nothing in writing
Most founder disputes start with a split, a role or an exit that was agreed over coffee. An agreement written while you still agree is the cheapest one you will ever sign.
You have finished the Co-founder Prenup
The report's term sheet marks every clause agreed or to decide. We draft from it, so the agreement says what your team decided, not what a template assumed.
An investor or accelerator has asked about vesting
Investors expect founder vesting, IP assignment and leaver terms before the first priced round. Putting them in place now avoids renegotiating your own split under a term sheet deadline.
Transparent pricing. Government fees disclosed upfront, always.
Professional fees below are one-time and exclude GST. Stamp duty on the agreement and the MCA fee for MGT-14 are paid at cost.
Agreement + Articles
Popular₹19,999+ GST
The share terms bind the company too.
Everything in Agreement, plus
- Share terms added to your Articles
- Board and special resolutions
- MGT-14 filed with the ROC
How the other 'cheaper' options online cost more
OthersBizExpress
The agreementA downloaded template with another startup's name still in itDrafted from your own prenup answers and the term sheet your team agreed
The share termsVesting and buy-backs left in a private contract the company is not bound byThe share terms added to your Articles by special resolution, with MGT-14 filed (Growth plan)
A founder who leavesOne line saying a leaver forfeits sharesGood and bad leaver terms, the buy-back price and who buys, written out
IPAssumed to belong to the companyEvery founder assigns past and future work for the business to the company in writing
What happens, step by step
Counted in working days from the first call. Most teams sign within two weeks; the Articles change in the Growth plan adds the general meeting notice and the MGT-14 filing.
- 1Day 0 to 1
A call with all the founders
We go through your Co-founder Prenup report or, if you have not used it, its questions on the call: the split, vesting, roles, money, IP and what happens if someone leaves.
- 2Day 2 to 5
First draft
The agreement is drafted under Indian contract and company law: shareholding and vesting, leaver terms and the buy-back price, roles and decisions with a tie-breaker, IP assignment, confidentiality and non-solicitation, transfers and disputes.
- 3Day 6 to 9
Walkthrough and one revision
We take every founder through the draft together, explain each clause and make one round of changes.
- 4Day 10
Stamping and signing
The agreement is stamped under the Stamp Act of the State where it is signed, by e-stamping or stamp paper, and signed by every founder. We send a signing checklist.
- 5Day 10 to 25
Articles amended and MGT-14 filed (Growth)
The share terms go into the Articles: the board approves the change, the shareholders pass a special resolution under Section 14, and we file MGT-14 with the ROC within 30 days.
What the agreement decides later
- First anniversaryThe cliff passes and each founder's shares start to vest monthly or quarterly
- A founder leavesGood or bad leaver terms decide what they keep and the price for the unvested shares
- A new co-founder joinsThey sign a deed of adherence and are bound like everyone else
- The first priced roundThe terms carry into the investors' shareholders' agreement
Documents you need
Most of this is in your prenup report or your incorporation folder. Share it on WhatsApp or a shared drive.
About the founders
- Each founder's full name, address and PAN
- Your Co-founder Prenup report, if you used it
- Any promises already made in writing about shares: emails, messages or offer letters
- The employment contract of any founder who is still employed, for the IP and outside-work clauses
About the company, if it is incorporated
- Certificate of Incorporation, MOA and AOA
- Current shareholding, and any money a founder has put in
- Board resolutions for shares already allotted
Want this as a checklist?
We send the list to your WhatsApp so you can tick it off from your phone.
Founders' Agreement vs Shareholders' agreement vs Articles of Association
| Feature | Founders' agreement | Shareholders' agreement | Articles of Association |
|---|---|---|---|
| Who is bound | The co-founders, and the company once it signs | The investors, the founders and the company | The company and every shareholder |
| When it is signed | At or soon after incorporation | At the first priced round | Adopted at incorporation, changed by special resolution |
| What it covers | Split, vesting, roles, IP, leavers, deadlock | Investor rights, the board, vetoes, transfers, exits | Share rights and transfer rules |
| Binds a buyer of shares | Only if the Articles say the same | Only if the Articles say the same | Yes |
| Filed with the ROC | No | No, but the Articles change is | Yes, MGT-14 within 30 days of a change |
Founders' agreement
- Who is bound
- The co-founders, and the company once it signs
- When it is signed
- At or soon after incorporation
- What it covers
- Split, vesting, roles, IP, leavers, deadlock
- Binds a buyer of shares
- Only if the Articles say the same
- Filed with the ROC
- No
Shareholders' agreement
- Who is bound
- The investors, the founders and the company
- When it is signed
- At the first priced round
- What it covers
- Investor rights, the board, vetoes, transfers, exits
- Binds a buyer of shares
- Only if the Articles say the same
- Filed with the ROC
- No, but the Articles change is
Articles of Association
- Who is bound
- The company and every shareholder
- When it is signed
- Adopted at incorporation, changed by special resolution
- What it covers
- Share rights and transfer rules
- Binds a buyer of shares
- Yes
- Filed with the ROC
- Yes, MGT-14 within 30 days of a change
- Choose a founders' agreement now if you have co-founders and nothing in writing.
- Choose a shareholders' agreement when investors come in; it usually absorbs the founders' terms.
- Choose to change the Articles whichever agreement you sign, so the share terms bind the company.
Six mistakes we see every week
- Splitting equally by default
An equal split agreed in a day is the most common choice and the one teams most often revisit. Agree it on purpose, with a tie-breaker, or split by what each founder will contribute from here.
- Vesting only in the agreement, not in the Articles
A buy-back of a leaving founder's shares binds the company and a new shareholder only if the Articles say so. The Supreme Court refused to enforce a transfer restriction that was missing from the Articles in V.B. Rangaraj v. V.B. Gopalakrishnan.
- No IP assignment
Code, designs and the brand made before incorporation belong to whoever made them, and work made while employed may belong to the employer (Section 17, Copyright Act). Every founder should assign their work to the company in writing.
- A non-compete that cannot be enforced
A ban on competing after a founder leaves is generally void in India under Section 27 of the Indian Contract Act. Non-solicitation, confidentiality and leaver terms do the real protecting.
- Founder money left undefined
Cash put in at face value can swamp the split you agreed. Record it as a director's loan, as money that converts at your first investor's price, or as shares priced on a valuation.
- Signing on plain paper
An unstamped agreement is not void, but a court will not act on it until the duty and a penalty are paid. Stamp it under your State's Stamp Act on or before the day it is signed.
Founders who registered with us
It's been 5 years since the incorporation of my private limited company and they are experts at what they do.
Knowledgeable, professional and very cooperative. We can totally concentrate on business, leaving all financial compliance to them.
Thanks Team BizExpress. It was refreshing to see an online service provider with such professionalism.
Questions founders ask before registering
How much does a founders' agreement cost?
Our professional fee is from ₹9,999 for the agreement drafted from your term sheet, with a call with all the founders and one revision. The Growth plan, from ₹19,999, also puts the share terms into your Articles with the board and special resolutions and files MGT-14. Stamp duty and the MCA fee are paid at cost.
What is a founders' agreement?
The contract in which a startup's co-founders record the equity split, vesting, each founder's role, how decisions are made, who owns the IP and what happens to a founder's shares if they leave. It is signed before or soon after incorporation, usually long before any investor arrives.
Is a founders' agreement legally binding in India?
Yes, as a contract between the founders under the Indian Contract Act once it is stamped and signed. On share transfers and buy-backs it binds the company and later shareholders only if the same terms are in the Articles, which is why the Growth plan amends them.
What should a founders' agreement include?
The split and how the shares are held; vesting with the cliff; good and bad leaver terms and the buy-back price; each founder's role, time commitment and outside work; who decides what, with a tie-breaker; assignment of all IP to the company; how founder money is treated; limits on selling shares; confidentiality and non-solicitation; and how disputes are settled.
Does a founders' agreement need to be stamped or registered?
It needs stamping under the Stamp Act of the State where it is signed, on stamp paper or by e-stamping, on or before the day it is signed; for an agreement of this kind the duty is usually a small fixed amount. It does not need to be registered.
Do we need one if investors will ask for a shareholders' agreement later?
Yes. A shareholders' agreement usually arrives with your first priced round, which can be a year or more away, and it mainly protects investors. The founders' agreement covers you now, and most of its terms carry into the shareholders' agreement later.
Can we sign it before the company is incorporated?
Yes. Many teams sign before the company exists, so the split and the IP are settled first. Once the company is incorporated it signs on as a party, and in the Growth plan the share terms go into its Articles.
How is founder vesting written in an Indian agreement?
Founders usually receive all their shares at incorporation. The agreement makes the unvested part subject to a buy-back at face value if a founder leaves early, usually over four years with a one-year cliff and credit for time already put in. The Articles carry the same right so the company and any buyer are bound.
What is a good leaver and a bad leaver?
The two ways a founder can leave. A good leaver, who leaves for health, family or because the team asks them to step aside without wrongdoing, keeps their vested shares or sells them at fair value. A bad leaver, after fraud or a serious breach, may have to sell even vested shares back at a lower price. The glossary entry explains the usual terms.
How long does it take?
Most teams sign within two weeks of the first call: a draft in about four working days, then a walkthrough, one revision and stamping. The Articles change in the Growth plan takes another one to three weeks for the general meeting notice, unless the shareholders agree to shorter notice, and the MGT-14 filing.
Can we change the agreement later?
Yes, by a written amendment signed by every founder, and a special resolution if the Articles change too. The usual moments are a new co-founder joining, a founder's role changing, and the first priced round, when the terms move into the shareholders' agreement.
Sources and official references
Government fees, forms and due dates on this page are checked against these portals. Where a state or a year changes a figure, we say so on the call.
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