Startup Founder Agreement Template for Singapore

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Key Requirements PROMPT example:

Startup Founder Agreement

"I need a Startup Founder Agreement for a Singapore-based fintech startup with three co-founders, where two founders will work full-time starting March 2025, and one founder will provide initial capital but work part-time; we need clear vesting schedules and roles defined."

Document background
The Startup Founder Agreement is essential when two or more individuals come together to establish a startup in Singapore. This foundational document is crucial in the early stages of company formation, typically used before or during company incorporation. It addresses key aspects such as equity distribution, vesting schedules, roles and responsibilities, decision-making processes, and intellectual property rights. The agreement is particularly important in the Singapore startup ecosystem, where clear governance structures and compliance with local regulations are essential. It helps prevent future disputes by establishing clear guidelines and expectations among founders from the outset.
Suggested Sections

1. Parties: Identification and details of all founding members

2. Background: Context of the startup formation and founders' relationship

3. Definitions: Key terms used throughout the agreement

4. Roles and Responsibilities: Detailed description of each founder's duties and commitments

5. Equity Distribution: Initial shareholding structure and vesting schedules

6. Decision Making: Voting rights and major decision procedures

7. Intellectual Property: Assignment and ownership of IP rights

8. Confidentiality: Protection of company and founder confidential information

9. Exit Provisions: Procedures for founder departure or company sale

Optional Sections

1. Employment Terms: Terms of founders' employment if also serving as employees - use when founders are also employees of the company

2. Non-Compete: Restrictions on competitive activities - use when protecting against founder competition is crucial

3. Capital Contribution: Details of initial and future capital investments - use when founders are making initial capital contributions

4. Dispute Resolution: Specific procedures for resolving conflicts - use when standard dispute resolution mechanisms need modification

Suggested Schedules

1. Schedule 1: Share Vesting Schedule: Detailed breakdown of share vesting timelines and conditions

2. Schedule 2: IP Schedule: List of existing IP brought into the company by founders

3. Schedule 3: Business Plan: Initial business plan and milestones

4. Schedule 4: Capitalization Table: Detailed breakdown of shareholding structure

5. Appendix A: Form of Deed of Adherence: Template for new founders or shareholders to join

6. Appendix B: Key Performance Indicators: Metrics for evaluating founder performance

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 (Cap. 50): Primary legislation governing company formation, structure, directors' duties, shareholding requirements, and corporate governance in Singapore

Securities and Futures Act (Cap. 289): Regulates securities offerings, share issuance requirements, and investment restrictions for companies in Singapore

Employment Act (Cap. 91): Governs employment relationships, including founder-employee arrangements, terms and conditions, and CPF contribution requirements

Intellectual Property Laws: Comprises Patents Act, Copyright Act, and Trade Marks Act, protecting IP created by founders and the company

Personal Data Protection Act 2012: Regulates the collection, use, and disclosure of personal data, establishing data protection obligations for companies

Competition Act (Cap. 50B): Addresses anti-competitive practices and market competition considerations for businesses operating in Singapore

Income Tax Act: Governs tax treatment of founder shares, share options, and company tax obligations in Singapore

MAS Guidelines: Regulatory guidelines from Monetary Authority of Singapore, particularly relevant for fintech startups

ACRA Requirements: Compliance requirements set by the Accounting and Corporate Regulatory Authority for Singapore companies

Singapore Contract Law: Common law principles governing contract formation, enforcement, and interpretation in Singapore

Alternative Dispute Resolution Framework: Singapore's mediation and arbitration frameworks for resolving business disputes

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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