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 ACCA-qualified team drafts clear, plain-English founders agreements 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 £99, with no lock-in and a 30-day money-back guarantee. We help you put the difficult conversations on paper now, so they never become disputes later.
We 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.
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. These protect both the company and the founders who stay, and signal to future investors that your cap table is grown-up.
Mutual and one-way non-disclosure agreements for conversations with co-founders, contractors, potential hires and investors. 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.
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.
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 IP assignment agreements so all code, designs, branding and other intellectual property sit with the company, essential before any funding round or sale.
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.
Plans from £99, £199 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.
You deal with one named, ACCA-qualified accountant who knows your company, not a rotating support queue. The same person who understands your cap table and tax position helps you get the founders agreement and supporting documents right.
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.
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.
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.
Understanding your business needs.
Crafting your custom accounting strategy.
Quick and easy integration.
Consistent monitoring and reporting.
Limited company incorporation, share structure design, and Companies House filings.
Read moreConfirmation statements, PSC updates, register maintenance, handled and filed.
Read moreA London business address for Companies House + post forwarding.
Read moreOne-way and mutual NDAs drafted for UK enforceability, fast turnaround.
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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.
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.
Thirty minutes with an ACCA-qualified accountant. Most owners uncover £1,000-£3,000 in annual savings on the first call. If we are not the right fit, you walk away with a free tax review on the house.
