Founders’ Agreement in Delhi

Co-founder equity split, vesting, IP assignment, and exit terms — the contract every Indian startup signs before incorporation.

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⚖️ Founders’ Agreement stamp duty & registration in Delhi

  • Stamp duty: 6% of consideration
  • Registration fee: 1% of consideration
  • Validity: Continues until superseded by a Shareholders’ Agreement post-incorporation, or until all founders exit.
  • Regulator: Delhi Revenue Department

💡 Women buyers in Delhi pay 4% stamp duty (vs 6% for men). Joint registration with a female co-buyer gets 5%.

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🎯 When you need a Founders’ Agreement in Delhi

  • Two or more co-founders starting a company
  • Locking in equity vesting before raising a seed round
  • Assigning pre-incorporation IP to the company
  • Defining roles (CEO/CTO/COO) and decision rights
  • Drag-along, tag-along, and bad-leaver protection

❓ Frequently asked questions

Is a Founders’ Agreement legally binding in India?

Yes — it is a contract under the Indian Contract Act, 1872 and is enforceable between founders. Post-incorporation it should be ratified by the board and reflected in the Articles of Association and Shareholders’ Agreement.

What is a typical vesting schedule for Indian startups?

Four-year vesting with a one-year cliff is standard. 25% vests after 12 months, the remaining 75% monthly thereafter. Bad-leaver clauses claw back unvested (and sometimes vested) shares.

Does the Founders’ Agreement need to be on stamp paper?

Yes — execute on non-judicial stamp paper of the value prescribed by the state (typically ₹100–₹500). Notarisation adds evidentiary weight but is not mandatory.

Can a founder transfer the IP they built before incorporation?

Yes — and they must. The Founders’ Agreement should include an irrevocable IP-assignment clause under the Copyright Act, 1957 and the Patents Act, 1970 to vest all pre-incorporation IP in the company on incorporation.

What happens if a founder leaves before vesting?

Unvested shares are forfeited. Vested shares may be subject to a right-of-first-refusal or bad-leaver discount (typically face value or 25% of fair market value), depending on the agreement.

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