Pre Incorporation Founders Agreement Template for Australia

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Key Requirements PROMPT example:

Pre Incorporation Founders Agreement

"I need a Pre-Incorporation Founders Agreement for a technology startup in Sydney with three co-founders, where two founders are contributing software IP and one is contributing initial capital of $200,000, with plans to incorporate by March 2025."

Document background
The Pre-Incorporation Founders Agreement is essential for Australian entrepreneurs and business founders who are in the process of establishing a new company but need to formalize their relationship before official incorporation. This document is particularly crucial in scenarios where founders need to work together, contribute resources, or develop intellectual property before the company is formally established. It addresses key aspects such as ownership structure, capital contributions, roles and responsibilities, and decision-making processes, all while operating within the framework of Australian corporate law, particularly the Corporations Act 2001. The agreement helps prevent future disputes by clearly documenting all parties' expectations and commitments, and typically includes provisions for the transition to a formal shareholders agreement upon incorporation.
Suggested Sections

1. Parties: Identifies all founding members who are parties to the agreement

2. Background: Outlines the context, intended business venture, and purpose of the agreement

3. Definitions and Interpretation: Defines key terms and establishes rules for interpreting the agreement

4. Business of the Proposed Company: Details the intended business activities and objectives of the future company

5. Incorporation Commitment: Sets out the founders' commitment to incorporate the company and associated timeframes

6. Roles and Responsibilities: Defines each founder's roles, duties, and commitments pre and post-incorporation

7. Capital Contributions: Specifies initial capital contributions and shareholding structure upon incorporation

8. Intellectual Property: Addresses ownership and transfer of IP developed before incorporation

9. Confidentiality: Establishes confidentiality obligations regarding business information

10. Decision Making: Outlines how decisions will be made during the pre-incorporation period

11. Expenses and Financial Management: Details how pre-incorporation expenses will be handled and recorded

12. Duration and Termination: Specifies agreement duration and circumstances for termination

13. Dispute Resolution: Establishes processes for resolving disputes between founders

14. General Provisions: Contains standard boilerplate clauses including governing law and notices

Optional Sections

1. External Investment: Include when founders anticipate seeking external investment pre-incorporation

2. Founder Vesting: Include when implementing vesting schedules for founder shares

3. Non-Competition: Include when founders have other business interests or require specific non-compete provisions

4. Insurance: Include when specific insurance requirements are needed pre-incorporation

5. Founder Exit Provisions: Include detailed exit mechanisms when founders want specific pre-incorporation exit rights

6. Third Party Rights: Include when third parties may have specific rights under the agreement

7. International Operations: Include when business will operate across multiple jurisdictions

Suggested Schedules

1. Schedule 1 - Founder Details: Complete details of all founders including contact information and qualifications

2. Schedule 2 - Business Plan: Detailed business plan and proposed company structure

3. Schedule 3 - Capital Contributions: Detailed breakdown of each founder's capital contributions (cash, assets, services)

4. Schedule 4 - Intellectual Property Register: List of existing IP and developed IP to be transferred to the company

5. Schedule 5 - Roles and Duties: Detailed description of each founder's roles, responsibilities and time commitments

6. Schedule 6 - Reserved Matters: List of decisions requiring unanimous or special majority consent

7. Appendix A - Pro-forma Shareholders Agreement: Draft shareholders agreement to be adopted upon incorporation

Authors

Alex Denne

Head of Growth (Open Source Law) @ Genie AI | 3 x UCL-Certified in Contract Law & Drafting | 4+ Years Managing 1M+ Legal Documents | Serial Founder & Legal AI Author

Relevant legal definitions
Clauses
Relevant Industries

Technology

Professional Services

E-commerce

Financial Services

Healthcare

Education Technology

Manufacturing

Real Estate

Media and Entertainment

Retail

Consulting

Software Development

Biotechnology

Green Technology

Social Enterprise

Relevant Teams

Legal

Corporate Development

Executive Leadership

Business Development

Finance

Operations

Compliance

Strategy

Administrative

Relevant Roles

Founder

Co-founder

Chief Executive Officer

Chief Technology Officer

Chief Financial Officer

Chief Operating Officer

Business Development Director

Legal Counsel

Corporate Lawyer

Company Secretary

Startup Advisor

Venture Capitalist

Angel Investor

Business Consultant

Entrepreneur

Industries
Teams

Employer, Employee, Start Date, Job Title, Department, Location, Probationary Period, Notice Period, Salary, Overtime, Vacation Pay, Statutory Holidays, Benefits, Bonus, Expenses, Working Hours, Rest Breaks,  Leaves of Absence, Confidentiality, Intellectual Property, Non-Solicitation, Non-Competition, Code of Conduct, Termination,  Severance Pay, Governing Law, Entire Agreemen

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