A founders agreement is a private contract between a startup's co-founders, governed by the Indian Contract Act, 1872, that records who owns what, how founder shares vest, who owns the IP, each founder's role and what happens when a founder leaves. It is not filed with any government office, but it must be stamped under the stamp law of the state where it is signed, and its key share-transfer terms should also be reflected in the company's articles. CorporateWalla's founders agreement is drafted by our CA/CS team with legal review, and stamp duty is paid at actuals.
Founders agreement from ₹4,999 · Drafted by our CA/CS team with legal review · Stamp duty at actuals
| At a glance (October 2026) | Position |
|---|---|
| Nature | Private contract between co-founders |
| Law | Indian Contract Act, 1872; company law for share-transfer terms |
| Government filing | None |
| Stamp duty | Under the stamp law of the state of execution, at actuals |
| Key limit | Section 27: post-exit non-compete clauses are generally unenforceable |
| Best time to sign | Before or at incorporation, and before the first investor |
Not incorporated yet? See private limited company registration; the agreement can be signed alongside incorporation.
| Clause | What it settles | India-specific point |
|---|---|---|
| Equity split | Shares held by each founder | Recorded on incorporation or by share transfer; FEMA applies if a founder is non-resident |
| Vesting and cliff | How founders earn their shares over time | Works as a buy-back or transfer of unvested shares, since shares are issued upfront |
| Roles and time | Titles, responsibilities, full-time commitment | Changes in directors need MCA filings |
| Decision-making | Matters needing unanimous or majority founder approval | Must not conflict with Companies Act approvals |
| IP assignment | All business IP belongs to the company | Copyright assignment must be in writing (Copyright Act, 1957) |
| Confidentiality and non-solicit | Protection of information, staff and clients | Enforceable more readily than a non-compete |
| Non-compete | No competing business while a founder | Post-exit restraints are generally void under Section 27 |
| Leaver terms | Good leaver and bad leaver buy-back price | Price checked against valuation and tax rules at the time |
| Deadlock and disputes | Escalation, mediation, arbitration | Arbitration under the Arbitration and Conciliation Act, 1996 |
| Item | Amount | Timing |
|---|---|---|
| CorporateWalla professional fee (up to 3 founders) | From ₹4,999 | First draft in 3–4 business days after the founder call |
| Revisions | One round in Starter | 1–2 business days |
| Stamp duty | State-specific, at actuals | Before signing |
| Government filing fee | None | — |
| AOA amendment (if needed) | Quoted separately | Special resolution and MGT-14 filing |
Stamp duty is set by the state where the agreement is signed. We confirm the amount for your state before you buy stamp paper.
Two founders hold 5,000 shares each in a new private company. Their agreement provides four-year vesting with a one-year cliff. Founder B leaves after 18 months. At the cliff, 25% (1,250 shares) vested; for the next six months a further 1/48th vested each month, another 625 shares, so 1,875 shares are vested and 3,125 are unvested. Under the agreement, Founder B transfers the 3,125 unvested shares to Founder A at the agreed leaver price and keeps 1,875.
Illustrative. Any transfer price should be checked against valuation, tax and, for non-residents, FEMA rules at the time of transfer.
Pick the speed and depth that matches your need. Same quality, same CA team — only the timeline changes.
Timeline: 5–7 business days (indicative)
Timeline: Quoted on scope
Timeline: Quoted on scope
Government fee — paid by you at actuals
No government filing fee. Stamp duty under the stamp law of the state where the agreement is executed, paid at actuals (usually as e-stamp paper or franking).
Every price above is a professional fee, excluding GST and government charges. 50% upfront, 50% on delivery.
Professional fee, excluding GST. Stamp duty depends on the state where the agreement is executed and is paid separately at actuals; there is no government filing fee. Shareholders' agreements with investors, AOA amendments and ESOP schemes are quoted separately unless included in the selected package. Payment: 50% upfront, 50% on delivery.
A 45-minute call with all founders to agree the equity split, vesting, roles, time commitment, salaries, decision rights and what happens on exit. We send a one-page term sheet afterwards.
Our CA/CS team drafts the agreement from the term sheet, and the draft goes through legal review before it is shared with you.
Founders review the draft together. We explain each clause and make one round of revisions in Starter.
We tell you the stamp duty for the state where you will sign, and the agreement is printed on e-stamp paper or franked for that amount.
All founders sign and initial every page, with witnesses where the agreement provides for them. Each founder keeps a signed copy.
Where the company exists, share-transfer and vesting terms are mirrored in the AOA and the cap table, and the IP is assigned to the company.
Tell us your requirement, a CA will call you in 30 minutes.
Equity, vesting, valuation and AOA effects are worked out by the people who also maintain your cap table and ROC filings, and the draft is legally reviewed.
Non-compete wording respects Section 27 of the Indian Contract Act, and vesting is drafted for how Indian private companies actually issue and transfer shares.
Clean founder vesting and IP assignment answer the first questions investors ask in due diligence.
AOA amendments, share transfers, ESOP schemes and Startup India recognition can be handled by the same team.
Professional fee from ₹4,999. Stamp duty is paid at actuals; there is no government filing fee.
From ₹6,699 • MCA-dependent
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From ₹44,999 • 15–30 days (indicative)
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From ₹3,999 • 7–15 days (indicative)
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From ₹2,199 • Filed in 2 to 3 days
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From ₹2,699 • 5–15 days (indicative)
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