Pre Incorporation Founders Agreement Template for Singapore

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Key Requirements PROMPT example:

Pre Incorporation Founders Agreement

"Need a Pre Incorporation Founders Agreement for a Singapore-based fintech startup with three co-founders, where two founders are contributing technical IP and one is contributing capital of SGD 500,000, with plans to incorporate by March 2025."

Document background
The Pre-Incorporation Founders Agreement is essential for entrepreneurs in Singapore who are planning to establish a company but need to formalize their relationship before incorporation. This document is particularly important when multiple founders are involved and need to clearly define their roles, responsibilities, and ownership stakes. It addresses critical elements such as intellectual property rights, confidentiality, capital contributions, and decision-making processes. Under Singapore law, this agreement helps protect all parties' interests during the pre-incorporation phase and can prevent potential disputes that might arise during the formal incorporation process.
Suggested Sections

1. Parties: Identification and details of all founding members entering into the agreement

2. Background: Context of the agreement and founders' intention to incorporate the company

3. Definitions: Key terms and their meanings used throughout the agreement

4. Proposed Business: Description of intended business activities and objectives

5. Roles and Responsibilities: Detailed outline of each founder's duties, commitments, and expectations

6. Capital Contributions: Initial investments, ownership structure, and shareholding details

7. Intellectual Property Rights: Assignment and ownership of existing and future intellectual property

8. Confidentiality: Protection of sensitive information and trade secrets

Optional Sections

1. Non-Compete Provisions: Restrictions on competitive activities and protection of business interests

2. Vesting Schedule: Timeline and conditions for equity vesting arrangements

3. Exit Provisions: Procedures and terms for founder departure or withdrawal

4. Dispute Resolution: Mechanisms and procedures for resolving disagreements between founders

Suggested Schedules

1. Schedule 1: Business Plan: Detailed business proposal, implementation strategy, and milestones

2. Schedule 2: Capital Contributions Schedule: Detailed breakdown of founders' investments, valuations, and payment terms

3. Schedule 3: IP Schedule: Comprehensive list of existing IP and assignment details

4. Schedule 4: Vesting Schedule: Detailed equity vesting timeline, conditions, and cliff periods

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
Industries

Companies Act 1967 (2020 Revised Edition): Primary legislation governing company formation, including Section 41 on pre-incorporation contracts and requirements for company incorporation

Singapore Contract Law: Fundamental contract law principles including contract formation, consideration, and enforcement, along with the Contracts (Rights of Third Parties) Act 2001

Employment Act 1968: Governs employment relationships if founders will be employees of the future company, including employment terms and obligations

Personal Data Protection Act 2012 (PDPA): Regulates the collection, use, and disclosure of personal data of the founders and other involved parties

Competition Act 2004: Relevant for non-compete clauses and market restrictions in the founders agreement

Copyright Act 2021: Protects original works and governs IP rights assignment for creative and technical works

Patents Act 1994: Governs the protection and assignment of patent rights that may be relevant to the company's innovations

Trade Marks Act 1998: Regulates the protection and assignment of trademark rights for the company's brands and marks

Income Tax Act 1947: Addresses tax implications for founders and considerations for future company structure

Civil Law Act: Provides the general framework for civil law matters in Singapore

Partnership Act 1993: May be relevant for governing relationships between founders before incorporation

Securities and Futures Act 2001: Relevant if the founders agreement includes investment terms or securities considerations

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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