• A foundation agreement aims to establish the foundations of the company, such as the roles and responsibilities of the founding team, equity ownership and free movement, as well as IP ownership. If the founders trust each other and hold shares together sufficient to meet these fundamental thresholds, they can probably limit their shareholders` pact to a few key elements. Zegal`s shareholder contract offers a wide range of provisions. Always keep in mind that there is no “one-size-fits-all solution” and that the legal effects of different concepts must be taken into account on a case-by-case basis, in reference to the number of shareholders, the relative size of their holdings and even their respective financial capacity. Do not include provisions in a shareholder contract without fully understanding how they work in your respective business. The definition of the founding agreement, better known as a shareholders` pact, is a written document describing the distribution of equity between the founders of the company and the length of time it takes for the shares to be fully owned. It also includes the responsibilities and tasks of the founding members, their invested capital, their various companies, and their forecasts and objectives. During the first creation of the company, a contract for the creation of a company is drawn up. A incorporation agreement is only a form of shareholder contract used in the initial phase and is usually replaced by a shareholder pact when the company takes over more shareholders. When setting up a start-up, the company`s founders should consider whether or not they enter into a shareholders` pact.

    A shareholders` pact generally defines certain rights and obligations of the founders and the board of directors and differs from the agreement that the founders sign to acquire their shares. Founders generally do not have to worry about long-term planning or estate planning issues in contracts. Avoid the agreement of seventy “all-but-the-kitchen-down” parties and go with something in line with the expected life of the agreement (for most companies, this life lasts until the next financing cycle or any other important transaction). Because startups are very narrow at the time of creation, there is a concern that only the founders will own the original shares and that there will be limits on when the shares can be sold or otherwise transferred. It would be typical of the company and/or other founders to have a right of preemption when transferring shares – the selling founder should leave the shares to the company and/or other founders on the same terms that a third-party buyer offers.

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