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Startup & Legal · Siliguri · WB

Founders' Agreement in Siliguri

A Founders' Agreement sets out — in writing, before disputes arise — how the co-founders of a startup split equity, share roles, make decisions and part ways. Our advocates draft a tailored agreement covering equity & vesting (with a cliff), IP assignment to the company, leaver clauses, non-compete, confidentiality and deadlock resolution — the document investors expect to see during due diligence. 100% online, with the fee quoted upfront.

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Founders' Agreement in Siliguri

Registrar (RoC)

RoC Kolkata — Nizam Palace, 2nd MSO Building, 234/4 A.J.C. Bose Road, Kolkata – 700020

Jurisdictional HC

Calcutta High Court (Jalpaiguri Circuit Bench)

GSTIN prefix

19 (West Bengal)

Professional Tax

West Bengal levies Professional Tax (max ₹2,500/year). Applicable within 30 days of company incorporation.

Business hubs

Matigara, Sevoke Road, Tea Auction Centre, Dabgram Industrial Estate

Siliguri is the commercial gateway to North-East India and the Himalayas — a major tea, timber, and transit-trade hub at the "Chicken's Neck" corridor.

Also in: Malda
A Founders' Agreement is a legally binding contract among the co-founders of a startup that records the equity split, vesting schedule (with a cliff), roles and responsibilities, decision-making rights, IP assignment to the company, capital contributions and founder-exit (leaver) terms — together with non-compete, confidentiality and dispute-resolution clauses. It is a private contract governed by the Indian Contract Act, 1872 (there is no separate statute for it), and it is drafted before or in the early days of the venture to prevent co-founder disputes. Investors routinely expect a signed Founders' Agreement during due diligence.
1872
Indian Contract ActA Founders' Agreement is a private contract enforceable under the Indian Contract Act, 1872 — there is no separate registration or statutory form for it.
Understand It

What Is Founders' Agreement?

A quick, plain-language explanation before the details.

In simple terms

A Founders' Agreement is a contract among the co-founders of a startup that puts the key understandings — who owns how much equity, who does what, how decisions are made and what happens if someone leaves — in writing, so disputes are prevented before they start.

Legally

It is a private, legally binding contract governed by the Indian Contract Act, 1872. There is no separate statute or registration for a Founders' Agreement; its terms — equity, vesting, IP assignment, leaver clauses, non-compete, confidentiality and dispute resolution — are enforceable as ordinary contractual obligations between the founders.

Governing authority

There is no government authority or portal for a Founders' Agreement — it is a private contract signed between the founders, typically on stamp paper of the applicable value in your state.

Validity

The agreement remains in force for as long as the founders hold their roles or equity, or until it is superseded — commonly by a shareholders' agreement once the company is incorporated and funded.

Service Intelligence

Quick Facts

Professional Fee
Custom quote
Governing Law
Indian Contract Act 1872
Drafted By
Advocates
Mode
100% Online
Best Signed
Before / at inception
Document
Founders' Agreement
For
Startup co-founders
Stamping
On stamp paper
Before You Start

Is This Service Right for You?

Ideal for

  • Two or more co-founders starting a venture together
  • Startups about to incorporate a private limited company
  • Founders splitting equity, roles and responsibilities
  • Teams raising external funding who need investor-ready documents
  • Co-founders contributing IP, capital or sweat equity
  • Existing startups that never formalised founder terms

You may need this if

  • You are building a startup with one or more co-founders
  • You want equity vesting with a cliff to protect against early exits
  • You need IP created by founders assigned to the company
  • You want clear rules for a founder leaving (good vs bad leaver)
  • An investor has asked for a Founders' Agreement in due diligence
  • You want to prevent and resolve co-founder disputes and deadlock

Not sure if you need this?

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End-to-end Founders' Agreement handled by qualified professionals: documentation, government filing and follow-up, all included.

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Why It Matters

Why a Founders' Agreement is Important

Co-founder disputes are one of the most common reasons early startups fail. A Founders' Agreement settles the hard questions in writing, while everyone is still aligned. Here is why it matters.

  1. 01

    Prevent Co-Founder Disputes

    Recording equity, roles and decision rights in writing removes the ambiguity that later turns into disputes — the leading avoidable cause of early-stage startup failure.

  2. 02

    Equity Split & Vesting

    A clear equity split with a vesting schedule and cliff ensures founders earn their shares over time, protecting the company if a co-founder leaves early.

  3. 03

    IP Belongs to the Company

    An IP-assignment clause ensures code, designs, brand and other intellectual property created by founders vest in the company — not in an individual founder.

  4. 04

    Clean Founder Exits

    Good-leaver and bad-leaver clauses define what happens to a departing founder's equity and role, avoiding a stranded ex-founder holding a large stake.

  5. 05

    Investor Due Diligence

    Investors expect a signed Founders' Agreement during due diligence. Having one ready signals a well-governed team and smooths your funding round.

  6. 06

    Confidentiality & Non-Compete

    Confidentiality and non-compete clauses protect the venture's secrets and prevent a founder from competing or poaching if they leave.

Transparent

Simple, Transparent Pricing

Custom quote for your case

Fees depend on your business type and scope. Get a clear, itemised quote upfront — no hidden professional charges, government fee billed at actuals.

Eligibility

Who Can Apply?

Two or more individual co-founders
Early-stage startups (pre- or post-incorporation)
Founders splitting equity & sweat equity
Teams preparing to raise funding
Founders contributing IP or technology
Indian & NRI founder teams

Eligibility checklist

  • Two or more co-founders who agree to formalise their arrangement
  • A broad understanding of the equity split among founders
  • Clarity on each founder's role, responsibilities and time commitment
  • Agreement on capital contributions (cash, assets or sweat equity)
  • Consensus on a vesting schedule and cliff period
  • Agreement on how decisions are made and disputes resolved
End-to-End

Everything You Need. One Professional Team.

01

Consultation

Understand your startup, the founders, the equity split and your priorities.

02

Structure Advice

Advise on vesting, cliff, leaver terms and decision-making that fit your team.

03

Equity & Vesting Clauses

Draft the equity split, vesting schedule and cliff to protect the company.

04

IP Assignment

Draft clauses assigning founder-created IP to the company.

05

Exit & Leaver Terms

Draft good-leaver / bad-leaver clauses and share buy-back mechanics.

06

Protective Clauses

Draft non-compete, non-solicit and confidentiality provisions.

07

Dispute Resolution

Draft deadlock, mediation and arbitration clauses with governing law.

08

Review & Finalisation

Incorporate founder feedback and deliver the signature-ready agreement.

No Ambiguity

What You’ll Receive

Tailored Founders' Agreement draft
Equity split & capitalisation terms
Vesting schedule with cliff
IP assignment clauses
Roles, responsibilities & decision-making terms
Founder exit / leaver clauses
Non-compete, non-solicit & confidentiality clauses
Dispute-resolution & governing-law clauses
Checklist

What Information Is Needed to Draft Your Founders' Agreement?

No government filing is involved — we draft from the details you share. Keep founder identity proofs and your equity/role decisions ready; everything is collected securely online.

Choose a group

Founder Details

For each co-founder
4 documents
  • Full name, address & contact of each founder
  • PAN / ID proof of each founder
  • Proposed equity holding of each founder
  • Role, title and time commitment of each founder

A private contract, not a filing

A Founders' Agreement is not filed with any authority. It is a private contract signed between the founders and governed by the Indian Contract Act, 1872.

Sign on stamp paper

To be enforceable as evidence, the agreement should be executed on non-judicial stamp paper of the value applicable in your state and signed by all founders.

IP assignment matters most

The IP-assignment clause is often the most important term — it ensures work created by founders belongs to the company, which investors check carefully.

Best signed early

Sign the agreement before or at inception, while founders are aligned. Agreeing terms after a dispute arises is far harder.

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Transparent Pricing

Get an exact quote — no surprises.

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Step by Step

How We Draft Your Founders' Agreement (Step by Step)

The entire process is 100% online, with a dedicated legal expert and status updates throughout.

01

Consultation

A legal expert understands your startup, the founders, equity split and priorities.

02

Information Gathering

Share founder details, equity holdings, roles, capital and vesting preferences securely online.

03

Drafting

Our advocates draft a tailored Founders' Agreement covering equity, vesting, IP, exit and protective clauses.

04

Review & Feedback

All founders review the draft; we explain each clause and incorporate changes.

05

Finalisation

The agreement is finalised and delivered signature-ready for execution.

06

Execution Guidance

We guide you on signing, stamping and witnessing so the agreement is properly executed.

How Long It Takes

How Long Does Drafting a Founders' Agreement Take?

StageExpected Time
Consultation & information gatheringDay 1–2
First draft by our advocatesDay 2–5
Founder review & revisions to final draftDay 5–7

A standard Founders' Agreement is typically drafted within a week once all founder details and preferences are shared. Complex arrangements — multiple founders, layered vesting, intricate IP or investor-specific terms — may take longer.

Compliance Calendar

Key Dates — At a Glance

FrequencyWhat Is Due
At SigningExecute on stamp paper of the applicable value · All founders sign, ideally before witnesses · Each founder keeps an original signed copy
On IncorporationAlign the company's MOA/AOA with the agreement · Assign founder IP to the company formally · Issue and allot shares per the agreed split
On ChangeAmend by written consent if founders / equity change · Update when a founder joins or exits · Apply leaver terms on any founder departure
On FundingMove to a shareholders' agreement at the funding stage · Reconcile founder terms with investor terms · Keep the signed copy ready for due diligence

Dates are indicative and may change with government notifications. Our team tracks every deadline so you never miss a filing.

Why Outsource

Doing It Yourself vs TaxClue

Doing It Yourself

  • Decide a fair equity split and defensible vesting schedule yourself
  • Draft an IP-assignment clause that actually vests IP in the company
  • Structure good-leaver / bad-leaver terms and buy-back mechanics
  • Word non-compete and confidentiality clauses to be enforceable
  • Add workable deadlock and dispute-resolution clauses
  • Ensure the agreement stands up to investor due diligence
  • Risk a generic template that misses your specific situation

With TaxClue

  • Advocates advise on a fair, protective equity & vesting structure
  • IP-assignment clauses drafted to vest founder IP in the company
  • Good-leaver / bad-leaver terms tailored to your team
  • Enforceable non-compete and confidentiality clauses
  • Clear deadlock and dispute-resolution mechanics
  • A document that stands up to investor due diligence
  • A tailored agreement — not a one-size-fits-all template

Skip the guesswork.

Let an expert handle it →
Avoid Delays

Common Mistakes That Delay Your Application

Having no written agreement at all until a dispute erupts
Splitting equity equally without any vesting or cliff
Forgetting to assign founder-created IP to the company
Vague or missing roles and decision-making rights
No leaver clauses — an ex-founder keeps a large idle stake
Omitting non-compete and confidentiality protections
No deadlock or dispute-resolution mechanism
Using a generic template that ignores your specific facts

TaxClue reviews your documents before filing to reduce avoidable errors.

Stay Compliant

What to Keep in Mind After Signing

At Signing

  • Execute on stamp paper of the applicable value
  • All founders sign, ideally before witnesses
  • Each founder keeps an original signed copy

On Incorporation

  • Align the company's MOA/AOA with the agreement
  • Assign founder IP to the company formally
  • Issue and allot shares per the agreed split

On Change

  • Amend by written consent if founders / equity change
  • Update when a founder joins or exits
  • Apply leaver terms on any founder departure

On Funding

  • Move to a shareholders' agreement at the funding stage
  • Reconcile founder terms with investor terms
  • Keep the signed copy ready for due diligence
Risk Assessment

Penalties & Consequences

What is at stake if you do not comply

  • No founders' agreement leads to equity and IP disputes
  • Equity split with no vesting lets an early leaver keep an unearned stake
  • Missing IP-assignment clause leaves company IP with an individual founder
  • No leaver clauses strand an ex-founder holding a large idle stake
  • Unsigned agreement fails investor due diligence and stalls funding
Latest Updates

Regulatory Updates 2025–26

  • 2025: DPIIT-recognised startups can claim the Section 80-IAC tax holiday and angel-tax exemption.
The Difference

Why Businesses Choose TaxClue

01

Drafted by Advocates

Your agreement is drafted by qualified advocates, not filled into a template.

02

Tailored to You

Every clause is drafted around your founders, equity split and priorities.

03

Investor-Ready

Structured to satisfy the due-diligence questions investors ask.

04

100% Online

Everything over WhatsApp / email — no office visits required.

05

Transparent Fees

A clear fee quoted upfront — no hidden professional charges.

06

Post-Draft Support

Guidance on signing, stamping and execution after the draft is delivered.

Data Care

Your Documents Deserve Professional Care

  • Documents and founder details handled under confidentiality
  • Access limited to the team working on your agreement
  • Communication over secure digital channels
  • Documents retained only as long as needed for your engagement
Talk to a Specialist

Still have a question before you start?

Speak with a TaxClue expert who handles Founders' Agreement every day. Straight answers, zero pressure.

Answers

Frequently Asked Questions

What is a Founders' Agreement?
A Founders' Agreement is a legally binding contract among the co-founders of a startup. It records the equity split, vesting schedule, roles and responsibilities, decision-making rights, IP assignment to the company, capital contributions and founder-exit terms, along with non-compete, confidentiality and dispute-resolution clauses. It is governed by the Indian Contract Act, 1872, and prevents co-founder disputes.
Is a Founders' Agreement legally binding in India?
Yes. It is a private contract enforceable under the Indian Contract Act, 1872, provided it is signed with free consent, for lawful consideration and a lawful object. To be usable as evidence it should be executed on non-judicial stamp paper of the value applicable in your state. There is no separate statute or registration specific to it.
Do I really need a Founders' Agreement if we trust each other?
Yes. Trust is exactly why founders postpone it — and why disputes later become messy. Co-founder conflict is one of the most common reasons early startups fail. A written agreement settles equity, roles, exits and IP while everyone is aligned, so disagreements have a clear reference point instead of turning into a stalemate.
What is vesting and why do we need a cliff?
Vesting means founders earn their equity over time (commonly over four years) rather than owning it all on day one. A cliff is an initial period (often one year) before any equity vests. Together they protect the company: if a co-founder leaves early, they do not walk away with a large unearned stake, and the remaining founders retain control.
What are good-leaver and bad-leaver clauses?
Leaver clauses decide what happens to a departing founder's equity. A good leaver (for example, leaving due to ill health or by mutual agreement) typically keeps vested shares on better terms. A bad leaver (for example, resigning early or being removed for cause) may have to forfeit or sell back unvested — and sometimes vested — shares, often at a lower price. This prevents a stranded ex-founder holding a large idle stake.
How is equity usually split between co-founders?
There is no fixed formula. Founders weigh contribution of idea, capital, time, skills, risk and role. An equal split is common but not always fair; what matters is that the split is agreed, documented and paired with vesting. Our advocates help you structure a split and vesting schedule that reflects each founder's contribution and protects the venture.
Why does IP assignment matter in a Founders' Agreement?
Without an IP-assignment clause, code, designs, brand and other intellectual property created by a founder can legally belong to that individual rather than the company. If they leave, they could take critical IP with them. An assignment clause vests all founder-created IP in the company — one of the first things investors verify in due diligence.
Do investors ask for a Founders' Agreement?
Yes. During due diligence, investors routinely expect to see a signed Founders' Agreement. It shows the cap table is settled, founder IP belongs to the company, vesting is in place and there is a mechanism for exits and disputes. Having one ready signals a well-governed team and smooths your funding round.
When should we sign the Founders' Agreement?
As early as possible — ideally before or at the inception of the venture, while founders are aligned and there is no conflict. It is much harder to agree fair terms once a dispute has already arisen. Existing startups that never formalised founder terms should put one in place without delay.
What is the difference between a Founders' Agreement and a Shareholders' Agreement?
A Founders' Agreement governs the relationship among the co-founders in the early days — equity, roles, vesting, IP and exits. A Shareholders' Agreement is broader, governing all shareholders (including investors) once the company is incorporated and funded. Startups typically start with a Founders' Agreement and move to a Shareholders' Agreement at the funding stage.
Can a Founders' Agreement be changed later?
Yes. It can be amended by the written consent of all founders — for example when a founder joins or exits, the equity split changes, or the venture raises funding. Many of its terms are later carried into, or superseded by, a shareholders' agreement once external investors come on board.
Does TaxClue draft the Founders' Agreement or use a template?
Our advocates draft a tailored agreement around your specific founders, equity split, roles and priorities — not a fill-in-the-blanks template. We advise on vesting, leaver terms, IP, non-compete and dispute resolution, incorporate your feedback, and deliver a signature-ready document with guidance on stamping and execution.
What clauses should a founders' agreement include?
A well-drafted founders' agreement covers the equity split and capital contributions, a vesting schedule with a cliff, roles and time commitments, decision-making and voting rights, IP assignment to the company, good-leaver and bad-leaver terms with share buy-back mechanics, non-compete, non-solicit and confidentiality clauses, and a dispute-resolution / deadlock mechanism with governing law. Each clause is tailored to your team rather than copied from a template.
Does a founders' agreement need to be registered or stamped in India?
There is no separate registration or statutory form for a founders' agreement — it is a private contract under the Indian Contract Act, 1872. To be reliably usable as evidence it should be executed on non-judicial stamp paper of the value applicable in your state and signed by all founders, ideally before witnesses. We guide you through correct stamping and execution.
How does a founders' agreement handle sweat equity and IP?
The agreement can recognise a founder's non-cash contribution (time, skills, effort) as sweat equity within the equity split and vesting terms, and it uses an IP-assignment clause to ensure that code, designs, brand and other IP created by any founder vests in the company rather than the individual. This combination protects the venture and reassures investors during due diligence.
What happens to a co-founder's shares if they leave the startup?
That depends on the leaver clauses and vesting schedule. Unvested shares typically revert to the company or the remaining founders, while vested shares are treated according to whether the departing founder is a good leaver or a bad leaver — a bad leaver may have to sell back shares, sometimes at a lower price. These mechanics prevent an ex-founder from holding a large idle stake.
Should a single founder still have a founders' agreement?
A classic founders' agreement governs the relationship between two or more co-founders, so a solo founder does not strictly need one at inception. However, a solo founder bringing on co-founders, key hires or advisers with equity should put appropriate agreements — including vesting, IP assignment and ESOP terms — in place, and we can advise on the right document for your situation.
Verify Everything

Official Sources & Legal References

A Founders' Agreement is a private contract with no dedicated statute. The legal framework and related registrations can be verified from these official sources:

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