Founders Agreements. Done right.

Protect your co-founder relationship before it costs you the company.

A handshake between co-founders feels solid on day one, until someone leaves, equity gets diluted, or a key decision splits the room. A founders agreement (sometimes called a shareholders' agreement or co-founders' agreement) is the document that decides those questions in advance, while everyone is still aligned and goodwill is high. At Zmartly, our founders agreement services give you a clear, plain-English founders agreement alongside the wider legal and tax paperwork early-stage UK companies actually need, NDAs, share transfers, IP assignment, plus the US structuring British founders ask for when they expand across the Atlantic. You get a named accountant, replies within 72 hours, and fixed pricing from £129, with no lock-in and a 30-day money-back guarantee. Our agreement services for founders put the difficult conversations on paper now, so they never become disputes later.

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Having the awkward conversation early is the whole point

Talking to a friend about what happens if they leave feels strange. You started this together. Raising equity splits, or who owns the code, can sound like you do not trust each other. You do. A founders agreement is normal startup hygiene, the same as registering the company or opening a business bank account. Sorting it while everyone is still aligned is a sign the partnership is healthy, not a sign something is wrong.

Imagine two co-founders, Sam and Alex. They split the company 50/50 and shook on it. Six months in, Alex takes a full-time job elsewhere and stops showing up. Sam keeps building for three more years, then raises money. Alex still owns half, and nothing in writing says otherwise. That is not a fallout waiting to happen. It is one that already happened, quietly, on day one.

A handshake is not a plan. The fix is straightforward, and the rest of this page walks through it: what goes in the agreement, when to sign it, what it costs, and how our founders agreement services help you get there.

What is a founders agreement?

A founders agreement is a private contract between the people starting a company that sets out who owns what, who decides what, and what happens if someone leaves. It covers the equity split, each founder's role and time commitment, how the big decisions get made, who owns the intellectual property, and the vesting and exit terms that apply if a co-founder walks away.

You can put one in place before you incorporate or in the first few months afterwards, while the founding team is small and still aligned. That timing matters: the agreement is easiest to write when nobody yet has a reason to argue about it. Done properly, it turns the difficult "what if" conversations into a signed document, so they never become a dispute that stalls, or ends, the business.

Founders agreement vs shareholders agreement

People use the two terms interchangeably, but they are not quite the same document, and knowing which you need saves money later.

For most early-stage teams the founders agreement comes first and does the heavy lifting; the shareholders agreement formalises and extends it when investors come on board. Our co-founders agreement services draft yours so the early document folds cleanly into the later one, with no expensive rewrite at your first raise.

Founders agreementShareholders agreement
Who signs itThe founding teamAll shareholders, including investors
When it's usedPre-incorporation or very early stageOnce you have outside shareholders or raise funding
Main focusRoles, equity split, vesting, IP, leaver termsShare rights, board control, investor protections, exit
Works alongsideBecomes the basis for the later documentYour articles of association

See also: Share transfersCompany formation

Can you use a free founders agreement template?

A free template will give you the standard clauses, and for a very simple, equal, two-person split it can be a reasonable starting point. The problem is that the clauses that actually cause founder fallouts are the ones a template cannot decide for you: how equity vests if someone leaves early, what counts as a good leaver versus a bad leaver, exactly which IP is assigned to the company, and how a 50/50 deadlock gets broken.

Get those wrong and you usually find out at the worst moment, during investor due diligence or when a co-founder exits, and the fix costs far more than getting it right first time. Our founders agreement services tailor every clause to your actual cap table and plans, in plain English, from £129, so you are not betting the company on wording written for someone else.

Our expertise covers

What a founders agreement should include

  • 01

    Founders agreement drafting

    Our founders agreement services draft a tailored founders (or shareholders') agreement covering equity splits, vesting and reverse-vesting schedules, decision-making and voting thresholds, roles and time commitments, and what happens if a founder leaves. Built in plain English so every co-founder understands exactly what they have agreed to, not just the lawyer who wrote it.

  • 02

    Leaver, vesting and dilution clauses

    The clauses that matter most when things change: good-leaver and bad-leaver provisions, founder vesting so equity is earned over time, drag-along and tag-along rights, pre-emption on new shares, and deadlock resolution, the same terms that later fold into an investment agreement with your first backers. These protect both the company and the founders who stay, and signal to future investors that your cap table is grown-up.

  • 03

    NDAs and non-compete agreements

    Mutual and one-way non-disclosure agreements, plus a non-compete agreement or non-solicitation clause where a departing co-founder could walk off with real value. We make sure scope, duration and carve-outs are sensible and enforceable under English law, so your product roadmap, customer lists and IP stay protected during early discussions.

  • 04

    Share transfers and stamp duty

    Documentation for issuing or transferring shares between founders, family or incoming shareholders, including stock transfer forms and board minutes. Where a transfer of shares is for consideration over £1,000, Stamp Duty applies at 0.5% of the amount paid, rounded up to the nearest £5, we flag when it is due and how to report it to HMRC.

  • 05

    Intellectual property assignment agreement

    One of the most overlooked risks: IP created by founders or freelancers often legally belongs to the individual, not the company, until it is formally assigned. We prepare an intellectual property assignment agreement so all code, designs, branding and other intellectual property sit with the company, essential before any funding round or sale.

  • 06

    US expansion structuring

    For UK founders moving into the US market, we advise on the practical structuring: choosing between an LLC and a C-Corp (most VC-backed startups incorporate as a Delaware C-Corp), incorporating in Delaware or Wyoming, applying for an EIN from the IRS, state filing and registered-agent requirements, and ongoing US bookkeeping and fractional CFO support once you are trading there, including any joint venture agreement if you team up with a US business.

How a founder vesting agreement protects everyone

A vesting agreement means founders earn their shares over time instead of owning them all on day one. The UK standard is four-year vesting with a one-year cliff. In plain English: you earn nothing for the first year, and if you leave before month twelve you walk away with no shares at all. That first year is the cliff. After it, you earn the rest month by month over the next three years.

Vesting is the answer to the Sam and Alex problem. If Alex leaves in month six, Alex never passed the cliff, so the shares go back to the company. Whether a leaver keeps the shares they have already earned depends on how they leave. That is what good leaver and bad leaver terms decide, and it is exactly the kind of clause our agreement services for founders get right.

Good leaverBad leaver
What it meansLeaves for reasons outside their control: illness, redundancy, or an agreed, amicable exitLeaves in breach of the agreement, is dismissed for misconduct, or simply walks out early
What they keepUsually the shares they have already vestedOften little or nothing, or has to sell their shares back at a low price
Why it is fairRewards someone who genuinely earned their stakeStops someone hurting the company and still profiting from it
Why it pays off

What you actually get.

  • Fixed pricing, no surprises

    Our founders agreement services run on fixed plans from £129, £250 and £499 with the scope agreed up front. No hourly billing, no clock-watching on emails, you know the cost before we start, and there is a 30-day money-back guarantee if it is not right for you.

  • A named, qualified accountant

    You deal with one named, qualified accountant who knows your company, not a rotating support queue. The same person who understands your cap table and tax position runs your co-founders agreement services and gets the founders agreement and supporting documents right.

  • Replies within 72 hours

    Early-stage decisions move fast. We commit to responding within 72 hours, so a co-founder conversation or an incoming investor never stalls waiting on paperwork or an answer from us.

  • Rolling monthly, no lock-in

    Everything runs on a rolling monthly basis. Scale up when you raise or expand to the US, pause or leave when you need to, your agreement with us is as flexible as the stage you are at.

  • UK and US under one roof

    Most advisers cover one side of the Atlantic. We handle the UK legal and tax documents and the US structuring British founders need to expand, so your Delaware C-Corp, EIN and US bookkeeping stay joined up with your UK company.

How we deliver

Four steps from first call to filed.

  • 01

    Discovery

    Understanding your business needs.

  • 02

    Solution Design

    Crafting your custom accounting strategy.

  • 03

    Onboarding

    Quick and easy integration.

  • 04

    Regular Rhythm

    Consistent monitoring and reporting.

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Common questions

Frequently asked questions.

Most startup disputes happen between founders who started as friends. A founders agreement decides equity splits, decision rights, IP ownership, vesting, and exit mechanics while everyone still agrees - which is the only time those conversations are easy. Without one, a co-founder who leaves in month six can still own a third of the company three years later. Our agreement services for founders get this agreed while it is still easy.

Vesting means founders earn their equity over time rather than receiving it all up front. The standard is four-year vesting with a one-year cliff - if a founder leaves before completing 12 months they walk away with nothing, after which they vest monthly for the next three years. Investors expect this structure; raising without it triggers expensive rewrites at first close.

Every founder signs an IP assignment confirming that anything they create related to the business - code, designs, brand assets, customer lists - belongs to the company, not to them personally. This includes work done before incorporation. Without it, a co-founder leaving with the original codebase or brand identity is a real and recurring problem.

Day-to-day decisions sit with the CEO; defined major decisions (raising capital, taking on debt, selling the company, hiring senior staff, changing strategy) require board or unanimous founder approval depending on threshold. We bake in deadlock-breaker mechanisms - chair casting vote, independent director, or a buy-sell clause - so a 50/50 split cannot freeze the company.

Yes - we draft to standards UK and US VCs and angels expect, including share class definitions, drag and tag, pre-emption, and information rights that fold cleanly into a future term sheet. Founders who use generic online templates routinely pay £10K+ in legal fees to unpick them at first close; ours are designed not to need that.

Zmartly's founders agreement services run on fixed monthly plans at £129, £250 and £499, with the scope agreed up front and a 30-day money-back guarantee. You know the cost before we start, with no hourly billing and no lock-in. A template online can look cheaper, but the cost that really matters is the rewrite, or the dispute, you avoid by having the terms drafted properly for your company. It also works out far cheaper than a shareholders agreement solicitor billing by the hour.

As early as possible, ideally before or just after you incorporate, while the founding team is small and everyone is still aligned. The agreement is easiest to write, and cheapest, when nobody has a reason to disagree yet. Leaving it until a co-founder is unhappy, or an investor asks to see it during due diligence, is when it becomes difficult and expensive. If you have already started without one, it is not too late - our agreement services for founders can put one in place now.

Yes. A founders agreement is a contract, and once it is properly drafted and signed by everyone it is legally binding under English law. The important words are "properly drafted": vague wording, missing signatures, or clauses that contradict your articles of association are what make agreements hard to enforce. Our founders agreement services draft yours so the terms are clear, consistent with your other company documents, and enforceable if they are ever tested.

There is no single right answer, but be careful with 'equal because it is easier'. Base the split on what each founder actually brings: who had the idea, who is full-time versus part-time, who is putting in money, and who carries the most risk. Whatever you agree, vesting protects it, so a co-founder who leaves early does not keep a share they never earned. We help you pressure-test the split before it goes in writing.

It depends on what your agreement says, which is exactly why you want one. With vesting in place, a founder who leaves before the one-year cliff keeps nothing, and after the cliff keeps only what they have earned so far. Good leaver and bad leaver terms settle the rest. Without an agreement, a departing co-founder can keep every share they were given on day one, even after just a few months, and there is very little you can do about it.

No. A business partnership agreement governs a partnership or LLP, where partners share profits directly and there are no shares. A founders agreement, sometimes written founders' agreement, is for a limited company where founders hold shares. Most UK startups set up a limited company, so a startup founders agreement is what you want, and it folds in vesting, IP and leaver terms a partnership agreement usually will not.

Word of mouth

What clients actually say.

  1. I’ve had an excellent experience working with Zmartly. Harvey and the team are professional, responsive, and genuinely supportive. They explain things clearly, stay on top of deadlines, and always look for practical ways to save tax and improve…
    Google reviewer land4 success (chill feel good)
    land4 success (chill feel good)Verified Google review · 6 months ago
  2. I’ve used several accountants in the past, but hands down there is no one better than Harvey at Zmartly. He really understands exactly what advice you’re looking for and explains everything clearly and professionally. Nothing ever feels rushed…
    Google reviewer Heena
    HeenaVerified Google review · 4 months ago
  3. I started working with Zmartly Accountants after having serious issues with my previous accounting firm. They were missing deadlines, incorrectly calculating VAT, constantly late, and extremely difficult and frustrating to communicate with. Switching to Zmartly was a huge…
    Google reviewer Jorge Carballo Gomez
    Jorge Carballo GomezVerified Google review · 5 months ago
  4. I've had a terrible experience with multiple accountants. Zmartly have been incredible. If you do ecommerce / Amazon FBA you definitely need to go with someone who understands the complexities with it. Thanks to Harvey and his amazing…
    Google reviewer Sean Barrington
    Sean BarringtonVerified Google review · 6 months ago
  5. Its not easy to find accountants who understand ecommerce especially Amazon and these guys know Amazon very well. Always helps us with advice if they spot something we incorrectly. Super easy to speak with someone if you have…
    Google reviewer Darius Jaselskis
    Darius JaselskisVerified Google review · 6 months ago
  6. I’ve had an excellent experience working with Zmartly. Harvey and the team are professional, responsive, and genuinely supportive. They explain things clearly, stay on top of deadlines, and always look for practical ways to save tax and improve…
    Google reviewer land4 success (chill feel good)
    land4 success (chill feel good)Verified Google review · 6 months ago
  7. I’ve used several accountants in the past, but hands down there is no one better than Harvey at Zmartly. He really understands exactly what advice you’re looking for and explains everything clearly and professionally. Nothing ever feels rushed…
    Google reviewer Heena
    HeenaVerified Google review · 4 months ago
  8. I started working with Zmartly Accountants after having serious issues with my previous accounting firm. They were missing deadlines, incorrectly calculating VAT, constantly late, and extremely difficult and frustrating to communicate with. Switching to Zmartly was a huge…
    Google reviewer Jorge Carballo Gomez
    Jorge Carballo GomezVerified Google review · 5 months ago
  9. I've had a terrible experience with multiple accountants. Zmartly have been incredible. If you do ecommerce / Amazon FBA you definitely need to go with someone who understands the complexities with it. Thanks to Harvey and his amazing…
    Google reviewer Sean Barrington
    Sean BarringtonVerified Google review · 6 months ago
  10. Its not easy to find accountants who understand ecommerce especially Amazon and these guys know Amazon very well. Always helps us with advice if they spot something we incorrectly. Super easy to speak with someone if you have…
    Google reviewer Darius Jaselskis
    Darius JaselskisVerified Google review · 6 months ago
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