The Pre-Incorporation Founders Agreement is a fundamental document used in the Netherlands when two or more individuals or entities plan to establish a company together but haven't yet completed the formal incorporation process. This agreement is particularly crucial in the Dutch business environment where formal incorporation may take time due to regulatory requirements and administrative procedures. It covers essential aspects such as ownership distribution, capital contributions, intellectual property assignments, confidentiality obligations, and decision-making protocols. The agreement serves as a temporary governance framework until the company is officially incorporated under Dutch law, typically remaining in effect until replaced by formal corporate documentation such as Articles of Association (Statuten) and Shareholders' Agreement (Aandeelhoudersovereenkomst). It's especially important for technology startups, professional services firms, and other ventures where significant pre-incorporation activities or intellectual property development occur.
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1. Parties: Identification of all founding members with their full legal names and addresses
2. Background: Context of the agreement, including the business concept and intention to incorporate
3. Definitions: Definitions of key terms used throughout the agreement
4. Company Formation: Details of the planned company including name, legal form, intended registration date, and initial capital structure
5. Founders' Contributions: Specific contributions (capital, assets, IP, services) from each founder
6. Ownership Structure: Initial share distribution and any vesting arrangements
7. Roles and Responsibilities: Defined roles, commitments, and time dedication of each founder
8. Decision Making: Governance structure and decision-making processes pre-incorporation
9. Intellectual Property: Assignment of IP rights to the future company and protection measures
10. Confidentiality: Non-disclosure obligations regarding business information
11. Non-Competition: Restrictions on competing activities during and after involvement
12. Exit Provisions: Procedures for founder departure pre-incorporation
13. Duration and Termination: Term of the agreement and termination conditions
14. Governing Law and Jurisdiction: Specification of Dutch law application and dispute resolution
15. General Provisions: Standard clauses including severability, entire agreement, and amendments
1. Pre-Incorporation Expenses: Allocation and reimbursement of expenses incurred before incorporation - include when significant setup costs are expected
2. External Investment: Framework for accepting pre-incorporation investments - include when seeking early-stage funding
3. Employment Terms: Post-incorporation employment conditions - include when founders will be employees
4. Share Transfer Restrictions: Additional restrictions on share transfers - include for larger founder groups
5. Deadlock Resolution: Specific procedures for resolving deadlocks - include for equal ownership situations
6. Family Members Involvement: Rules regarding involvement of founders' family members - include when family participation is expected
7. International Operations: Provisions for international business activities - include for cross-border operations
1. Schedule 1 - Business Plan: Detailed description of the business concept and implementation plan
2. Schedule 2 - Initial Shareholding: Detailed breakdown of share allocation and any special rights
3. Schedule 3 - Founder Contributions: Itemized list of each founder's contributions with valuations
4. Schedule 4 - IP Register: List of intellectual property to be transferred to the company
5. Schedule 5 - Formation Budget: Budget for incorporation and initial operations
6. Schedule 6 - Agreed Form Documents: Templates for post-incorporation documents like articles of association
7. Appendix A - Vesting Schedule: Detailed vesting terms and conditions if applicable
8. Appendix B - Key Performance Indicators: Agreed metrics for evaluating founder performance
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