Co-founder agreements

📖 9 min read · 🎯 Pre-incorporation → Seed · Updated April 2026

More startups die from co-founder breakups than from competitor moves. The agreement you sign before there's anything to fight over is the cheapest insurance you'll ever buy.

Equity split — three frameworks

50/50 (or n equal shares)

The most common. Removes ego from day one but creates deadlock risk. Mitigation: assign tie-breaker authority to one founder for specific domains (CEO breaks ties on commercial; CTO breaks ties on product/eng).

Slicing-pie / dynamic equity

Equity split adjusts based on time and capital contributed. Powerful pre-incorporation; messy post-incorporation. Best for the first 6 months while you're figuring out the team.

Frank conversation framework

Sit down for 4 hours and walk through: who has the idea, who quit their job, who's putting in capital, who has irreplaceable skills, who has prior network. Score on each, weight by importance, calculate. Awkward but durable.

The vesting trump card. The split matters less than the vesting. 50/50 with 4-year vesting and a 1-year cliff is far safer than 60/40 with no vesting. Vesting fixes most equity mistakes.

Vesting — non-negotiable

4-year vesting, 1-year cliff, monthly thereafter. If a co-founder leaves in month 11, they get nothing. Month 13, they get 25%. Investors will require this anyway — better to set it yourself before they ask.

Apply vesting to all founder shares, including the ones you "already own". Yes, you're vesting your own equity. That's the point.

IP assignment

Every founder, contractor, and employee signs an IP assignment from day one. Without it, the code your friend wrote on a weekend "to help" still belongs to your friend. We've seen rounds collapse in DD over a missing assignment from a 2019 contractor who's now uncontactable.

Roles and decision rights

Write down — actually on paper — who decides what:

  • CEO decisions: hiring/firing, fundraising, commercial deals over $X.
  • CTO decisions: tech stack, architecture, engineering hires.
  • Joint decisions: co-founder hires, equity grants, sale or fundraise.
  • Tie-breaker: if you can't agree, what's the process? (3rd-party mediator, board vote, advisor consultation.)

Departure clauses

The hardest conversation. What happens if a co-founder wants to leave, or needs to be asked to leave?

  • Voluntary departure: unvested equity returns to the company; vested equity stays with departing founder, subject to ROFR (Right of First Refusal) on sale.
  • Termination for cause: defined narrowly — fraud, criminal conviction, gross misconduct. Triggers loss of unvested AND clawback of some vested.
  • Termination without cause: all vested equity stays. Often comes with severance.
The trigger event. What if a founder gets sick? Sabbatical? Wants to reduce to part-time? Pre-agree the framework — typically: paid leave for 90 days, after which equity vesting pauses pro-rata.

The "unspoken contract" exercise

Before signing legal docs, do this exercise: each founder writes down separately what they expect of the others on (a) hours worked per week, (b) responsiveness on weekends, (c) salary expectations year 1 / year 2, (d) exit timeline. Compare. The gaps are where your future fights will be.

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