(TBKTSG Online) - Founder agreement is often used in the case of startup projects have not established enterprises. Once established, most of the content of this agreement is set out in the company charter and policy regulations issued by the business.
Detailed issues that need to be discussed and agreed upon before starting a startup project include:
The role, rights and responsibilities of each founder
Often each founder will play one or several roles during the construction and operation of the startup project. For each founder, there should be a job description that recognizes the role and work that the founder does and corresponds to each task that will be the authority and responsibility of that founder.
From experience, the founders should only take on roles that they have the knowledge, skills and confidence to perform effectively.
The role of the founder may change over time and depending on the performance of the founders. At that point, performance measurement (KPI) is an important measure of governance. If a founder fails to achieve the goals for a certain period of time, it is clear that he or she should be in charge of a more suitable job.
Administration, project management
Terms of procedure, principles of governance, project management should be mentioned in detail. Which decisions are made by individual founders themselves, which decisions need the consensus among all founders. Management of startup projects typically revolves around recruiting, layoffs, founders' pay, bonuses, equipment purchases, product development expenditures, and business campaigns. Revenue handling, budgeting, linking with partners, signing large orders, the principle of consulting a lawyer, receiving investment capital, selling a project or dissolving a project.
If the issuance of a code of ethics is complex, the introduction of ethical business conduct principles within the founding agreement is the best option to secure. Transparency in the operation of the startup project.
In addition, a mechanism for dealing with opposing views also needs to be addressed when founders fail to reach a consensus on a particular issue. Then, having a third party (usually advisors, attorneys) helps the parties find the final solution is also an option to consider.
Share ownership of the project, the company
Determining how to divide ownership at the start of a startup project is essential. The problem is how to determine the proportion of ownership in the most appropriate and fair way? Finding the best answer is difficult. Depending on the project, the founders often divide ownership based on a number of criteria such as: the contribution of each founder (working time, work accomplishment); Financial contribution; business opportunities.
The founders should note that the defined ownership rate is not fixed from the beginning to the end of the project. It needs to be adjusted according to the performance effect (KPI), dedication time, and timing of ownership. There are two terms that the founders need to consider: "vesting schedule" and "cliff period". For example, a 20% equity, vesting schedule of 4 years, a one year cliff period means that the founder will own a 20% stake in the project, the company after dedicating to the project. , The company is full 4 years. If the founder withdraws before the full one year of operation, he / she will not own any percentages. If withdrawn from the project after one year, the ownership will be divided over time (calculated as full / rounded each year) that the founder has dedicated.
Terminate and withdraw from the project ahead of time
A startup project usually lasts two to four years, so not every founder is willing to pursue a project from the beginning of the project until the project is completed or stopped. It is quite common to withdraw from a project ahead of time. Therefore, the founding agreement needs to anticipate and address the behavior when one of the founders leaves the project.
Often when a founder withdraws from the project, depending on the time of withdrawal and how long does it take them to own the project? If you own the project, how do you transfer the ownership? If the withdrawal without warning a reasonable amount of time, damaging the project, what is the consequence? And most importantly, the retreat of the founder must ensure that it does not affect the existence and operation of the project.
In addition, it is important to mention the situation of dissolution of the project (when not established), how the property will be divided and the responsibilities arising from the project (debts, damages Harm to third parties) will be borne by anyone?
Security and anti-competition
This provision helps to raise the awareness of the founder when dealing with information, equipment containing confidential information or information belonging to business secrets. In addition, confidentiality and anti-competition clauses will also be a constraint for founders to be more cautious in deciding to commit adversarial practices.
This provision will revolve around a number of situations such as whether the founder discloses technologies, business plans, customer lists, business know-how, Do you use it for your personal business purpose? Can the Founder work for a competitor or start a separate business competing with the startup project they are currently participating in? If the violation, what sanction will be applied? Could it be that part or all of the shares were lost or excluded from the founding group without any benefits?
Risk scenarios or situations may arise
Imagine the worst possible scenario for a startup project to put in place a processing rule. Founders should not shy away from any of the most sensitive or thorny issues. Consider that discussion is very necessary and affects the survival of the project.
Through discussions about the worst situations that may arise, the founders will understand each other better. Discussions may not necessarily be immediate, but sometimes it takes time for the parties to think and come up with their ideas and solutions.
Therefore, negotiating for a founders' agreement can not always be completed within days of a few days.
The role, rights and responsibilities of each founder
Often each founder will play one or several roles during the construction and operation of the startup project. For each founder, there should be a job description that recognizes the role and work that the founder does and corresponds to each task that will be the authority and responsibility of that founder.
From experience, the founders should only take on roles that they have the knowledge, skills and confidence to perform effectively.
The role of the founder may change over time and depending on the performance of the founders. At that point, performance measurement (KPI) is an important measure of governance. If a founder fails to achieve the goals for a certain period of time, it is clear that he or she should be in charge of a more suitable job.
Administration, project management
Terms of procedure, principles of governance, project management should be mentioned in detail. Which decisions are made by individual founders themselves, which decisions need the consensus among all founders. Management of startup projects typically revolves around recruiting, layoffs, founders' pay, bonuses, equipment purchases, product development expenditures, and business campaigns. Revenue handling, budgeting, linking with partners, signing large orders, the principle of consulting a lawyer, receiving investment capital, selling a project or dissolving a project.
If the issuance of a code of ethics is complex, the introduction of ethical business conduct principles within the founding agreement is the best option to secure. Transparency in the operation of the startup project.
In addition, a mechanism for dealing with opposing views also needs to be addressed when founders fail to reach a consensus on a particular issue. Then, having a third party (usually advisors, attorneys) helps the parties find the final solution is also an option to consider.
Share ownership of the project, the company
Determining how to divide ownership at the start of a startup project is essential. The problem is how to determine the proportion of ownership in the most appropriate and fair way? Finding the best answer is difficult. Depending on the project, the founders often divide ownership based on a number of criteria such as: the contribution of each founder (working time, work accomplishment); Financial contribution; business opportunities.
The founders should note that the defined ownership rate is not fixed from the beginning to the end of the project. It needs to be adjusted according to the performance effect (KPI), dedication time, and timing of ownership. There are two terms that the founders need to consider: "vesting schedule" and "cliff period". For example, a 20% equity, vesting schedule of 4 years, a one year cliff period means that the founder will own a 20% stake in the project, the company after dedicating to the project. , The company is full 4 years. If the founder withdraws before the full one year of operation, he / she will not own any percentages. If withdrawn from the project after one year, the ownership will be divided over time (calculated as full / rounded each year) that the founder has dedicated.
Terminate and withdraw from the project ahead of time
A startup project usually lasts two to four years, so not every founder is willing to pursue a project from the beginning of the project until the project is completed or stopped. It is quite common to withdraw from a project ahead of time. Therefore, the founding agreement needs to anticipate and address the behavior when one of the founders leaves the project.
Often when a founder withdraws from the project, depending on the time of withdrawal and how long does it take them to own the project? If you own the project, how do you transfer the ownership? If the withdrawal without warning a reasonable amount of time, damaging the project, what is the consequence? And most importantly, the retreat of the founder must ensure that it does not affect the existence and operation of the project.
In addition, it is important to mention the situation of dissolution of the project (when not established), how the property will be divided and the responsibilities arising from the project (debts, damages Harm to third parties) will be borne by anyone?
Security and anti-competition
This provision helps to raise the awareness of the founder when dealing with information, equipment containing confidential information or information belonging to business secrets. In addition, confidentiality and anti-competition clauses will also be a constraint for founders to be more cautious in deciding to commit adversarial practices.
This provision will revolve around a number of situations such as whether the founder discloses technologies, business plans, customer lists, business know-how, Do you use it for your personal business purpose? Can the Founder work for a competitor or start a separate business competing with the startup project they are currently participating in? If the violation, what sanction will be applied? Could it be that part or all of the shares were lost or excluded from the founding group without any benefits?
Risk scenarios or situations may arise
Imagine the worst possible scenario for a startup project to put in place a processing rule. Founders should not shy away from any of the most sensitive or thorny issues. Consider that discussion is very necessary and affects the survival of the project.
Through discussions about the worst situations that may arise, the founders will understand each other better. Discussions may not necessarily be immediate, but sometimes it takes time for the parties to think and come up with their ideas and solutions.
Therefore, negotiating for a founders' agreement can not always be completed within days of a few days.
According to thesaigontimes.vn