Founders’ agreement
Founders’ agreement for a Finnish start-up before incorporation: equity split, contributions, IP, a leaving founder and when to form the company.
Sections of the template
Parties
- Founders and project. Write the names of all founders. An adviser who does not work full time can also be a founder when their share and contribution are recorded.
Ownership shares
- Agreed shares. Record the shares now, even though there is no company yet, and check that they add up to 100 %. Shares that do not match the contributions are a common cause of disputes between founders.
- Equal shares. When everyone makes roughly the same contribution. If the contributions differ, equal shares start to feel unfair over time.
Contributions during the start-up period
- No salary during the start-up period. The most common choice. Salaries are easier to pay from a company that keeps accounts.
- Compensation agreed separately. When someone works more than the others or uses their own money. The taxation of compensation paid before there is a company must be checked separately.
Costs and cash contributions
- Cash is repaid by the company. Fair when the founders put in different amounts: the money comes back and does not have to be reflected in the ownership shares.
- Cash is part of the ownership share. The simplest when the amounts are small. If someone puts in more than the others, it must show in their share.
Results and assets brought in
- Joint, transferred to the company. The Project is not a legal person, so it cannot own anything. The copyright in a work created together belongs to its authors jointly (Copyright Act 404/1961, section 6). Unless otherwise agreed, the assignee may not modify the work or transfer the right further (section 28), so this clause agrees on it. An investor will require that all rights are held by the company.
Employers and other commitments
- Each checks their own terms. Important when a founder is still in a day job. An employee may not engage in competing activity that manifestly harms the employer (Employment Contracts Act 55/2001, chapter 3, section 3). An employer may obtain rights to an invention within its field of business (Employee Inventions Act 656/1967, section 4), and a computer program created in the course of work duties belongs to the employer (Copyright Act, section 40 b).
Forming the company
- When the project needs it or anyone demands it. The principle of the HH Partners Founders’ Agreement: the company is formed only when it is needed, but any single founder can demand it. The time limit runs from when the need arises or the demand is made.
- Decision by a set date. When the project is an experiment with a clear timetable. Without a company, the experiment cannot go on indefinitely.
Shareholders’ agreement and vesting
- Vesting starts from this agreement. Founder-friendly: work done before the company counts towards vesting. The signing deadline stops one founder from blocking the company, and a standard model as the starting point stops the majority from dictating unreasonable terms.
- Vesting starts from the shareholders’ agreement. When little work has been done before the company, or an investor wants vesting to start only in the company. Earlier work then shows only in the ownership shares.
A founder leaving the project
- Share is earned over time. Fair: the share reflects the work done. Keep the earning period the same as the vesting period in the shareholders’ agreement.
- Redemption at the amount invested (HH Partners). The solution of the HH Partners Founders’ Agreement. Simple, but even after months of work the leaver receives only the money they invested. Suits a short experiment where no one yet works full time.
Decision-making
- Qualified majority. In the HH Partners model, the use of funds is decided by a 65 % majority. Check the shares: if one founder holds the threshold alone, that founder decides alone.
Non-compete
- During the project and briefly after. A short restriction is enough before the company, and the non-compete in the shareholders’ agreement replaces it. An unreasonable term may be adjusted or set aside (Contracts Act 228/1929, section 36).
Confidentiality
- Project information is confidential. Protects the idea before publication and funding. A time limit makes the obligation clear.
If no company is formed
- Assets returned, results stay joint. Clear when no one wants to continue. A single founder can, however, stop the others from continuing.
- Those continuing may redeem the others’ shares. Prevents one founder who stops from locking up the others’ work. An expert valuation costs money, so try to agree on the price first.
Liability and term
- No partnership, limited liability. The Act on General Partnerships and Limited Partnerships applies only to registered partnerships (Act 389/1988, chapter 1, section 1). Before there is a company, however, whoever signs a contract is liable for it, so enter into large contracts only in the company’s name. Those who decided on and took part in acts on behalf of a company before its registration are jointly and severally liable for them (Limited Liability Companies Act 624/2006, chapter 2, section 10).
Governing law and disputes
- Finnish law, negotiation first. Negotiation is the cheapest and fastest way to resolve a disagreement.
Signatures
- One copy each. Sign before the work starts in earnest. An electronically signed PDF is enough.
Founders’ agreement: what to agree before forming the company
When a team develops an idea before forming a company, a shareholders’ agreement is often too heavy, because there is no company yet. Without an agreement, however, it is unclear who owns what, who brings what and what happens when someone leaves. A founders’ agreement covers these questions until the company is formed and a shareholders’ agreement is signed.
- The project is not a legal person and cannot own anything. The copyright in a work created together belongs to its authors jointly (Finnish Copyright Act, section 6), and a domain name or trademark is in the name of whoever registered it. That is why the agreement records what each founder brings in and requires everything to be transferred to the company when it is formed.
- Record the ownership shares and contributions now: working time, tasks and money. Also agree whether cash contributions are repaid by the company or are part of the ownership share.
- Form the company at the latest when the team enters into its first customer contract, receives funding or starts paying salaries. Before that, whoever signs a contract is liable for it, and those who decided on and took part in acts on behalf of a company before its registration are jointly and severally liable for them (Limited Liability Companies Act, chapter 2, section 10).
- There are two models for a leaving founder. A share earned over time works like vesting in a shareholders’ agreement. Redemption at the money invested is the solution of the HH Partners model and suits a short experiment. A failure to contribute makes a founder a leaver only if it is not remedied within the time limit.
- No one can be forced to sign a shareholders’ agreement. That is why the template ties shares to signing the shareholders’ agreement within a time limit, and the seriesseed.fi model as the starting point stops the majority from dictating unreasonable terms.
- A founder in a day job must check their employment contract. An employer may obtain rights to an invention within its field of business (Employee Inventions Act 656/1967, section 4), and a computer program created in the course of work duties belongs to the employer (Finnish Copyright Act, section 40 b).
- The structure of this template is based on the HH Partners Founders’ Agreement (version 1, 2015) and has been supplemented with clauses on, among other things, liability, employers, ending the project and disputes.
What to do
- Agree on the shares and contributions before the work starts in earnest.
- Each founder in a day job checks their own employment contract.
- Sign the agreement and save the PDF in a shared place.
- Form the company when you enter into your first customer contract or take funding, and sign a shareholders’ agreement before subscribing for shares.
Sources: Limited Liability Companies Act (624/2006) chapter 2, section 10; Act on General Partnerships and Limited Partnerships (389/1988) chapter 1, sections 1 and 2; Act on Certain Co-ownership Relations (180/1958) section 4; Copyright Act (404/1961) sections 6, 28 and 40 b; Employment Contracts Act (55/2001) chapter 3, section 3; Employee Inventions Act (656/1967) section 4; Contracts Act (228/1929) section 36; Rome I Regulation (EC) 593/2008, Article 4, and Brussels I Recast Regulation (EU) 1215/2012, Article 4, read in oik.ai on 30.10.2026. The structure and some terms of this template are adapted from the Founders’ Agreement of HH Partners, Attorneys-at-law, Ltd (version 1, 14 September 2015, hhpartners.fi/fa), licensed under Creative Commons Attribution 4.0 (creativecommons.org/licenses/by/4.0/). The model has been modified and supplemented, and HH Partners has not reviewed this template. English version 28.10.2026; the Finnish version is the original.
Related templates
- Are you at a hackathon? Hackathon agreement
- Has the company been founded? Shareholders’ agreement – startup
Open the template and choose the terms · All templates (in Finnish) · FAQ (in Finnish)