The Founders Contract (Gründervertrag) is a crucial document required when establishing a new company in Germany. It is typically used at the initial stages of company formation when two or more founders come together to establish a business venture. The document must comply with German legal requirements, including mandatory notarization, and serves multiple purposes: it defines the relationship between founders, establishes the company's structure, outlines capital contributions, sets management rules, and provides mechanisms for dispute resolution. The contract is particularly important as it creates a clear framework for the company's operation and helps prevent future disagreements by addressing potential issues upfront. This document is essential for obtaining necessary registrations and permits under German law and often serves as a reference point for future corporate actions or investment rounds.
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1. Parties: Identification and details of all founding members
2. Background: Context of the company formation and founders' intentions
3. Definitions: Key terms used throughout the agreement
4. Company Formation: Details of the company structure, legal form, and registration requirements
5. Capital Structure: Initial capital contributions and shareholding distribution
6. Contributions of Founders: Specific contributions (cash, assets, IP, know-how) from each founder
7. Management and Decision Making: Governance structure, voting rights, and decision-making processes
8. Profit and Loss Sharing: Distribution of profits and handling of losses
9. Intellectual Property Rights: Assignment and handling of IP created before and during company operation
10. Non-Competition and Confidentiality: Restrictions on competitive activities and protection of company information
11. Transfer Restrictions: Limitations on share transfers and right of first refusal provisions
12. Exit Provisions: Procedures for founder departure, including good/bad leaver provisions
13. Term and Termination: Duration of the agreement and termination conditions
14. Dispute Resolution: Procedures for handling disagreements and jurisdiction
15. Final Provisions: Severability, entire agreement, and governing law clauses
1. Vesting Provisions: Include when implementing share vesting schedules for founders
2. Employee Participation Program: Include when planning future employee stock option plans
3. Advisory Board: Include when establishing an advisory board structure
4. Drag-Along/Tag-Along Rights: Include for future investment or exit scenarios
5. Dead-Lock Resolution: Include for companies with equal shareholding
6. International Operations: Include when planning international business activities
7. Founder Employment: Include when founders will be employed by the company
8. Future Financing Provisions: Include when anticipating future investment rounds
1. Business Plan: Detailed business concept and strategy
2. Initial Shareholding Structure: Detailed breakdown of share distribution
3. Intellectual Property Schedule: List of existing IP being transferred to the company
4. Founder Responsibilities: Detailed roles and responsibilities of each founder
5. Capital Contributions Schedule: Detailed list of initial contributions (cash and non-cash)
6. Vesting Schedule: Details of share vesting timelines and conditions
7. Company Bylaws: Detailed internal regulations of the company
8. List of Reserved Matters: Decisions requiring special majority or unanimous consent
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