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Legal & Compliance for Business

The conversation nobody wants to have early is the one that saves the friendship

Two or three people with a good idea rarely start with a discussion of what happens if one of them wants to leave. Most partnership disputes are about something that could have been agreed in an afternoon at the start. This session lists the questions founders should settle, what each means, and what a lawyer will want to ask you. It is general information for awareness, not legal advice, and it does not give you a template. For your own agreement, speak to a qualified lawyer.

An adviser and business owner review a contract using notes and removable page tabs.
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Everyone is generous at the start. Agree it while that is true.

A founders' agreement feels unfriendly to propose. It suggests you expect things to go wrong. In practice it does the opposite: the conversation forces each person to say what they expect, and the gaps appear while they can still be settled calmly.

Without one, the law supplies defaults, and the defaults may not be what anybody expected. For example, in a limited liability partnership with no agreement on the matter, the LLP Act provides that all partners share equally in capital, profits and losses.

This session is general information for awareness, not legal advice. It gives no template or wording. The right agreement depends on your structure, your plans and your state, and should be drafted by a qualified lawyer.

What the session covers

34 topics across 7 areas. Seven things to settle, each framed as a question rather than an answer. 6 apply to almost any business; the rest only in a particular case.

The Structure the Agreement Sits InDifferent structures, different documents.5
  • A partnership is governed by the Indian Partnership Act, 1932, and the partners' arrangement is usually recorded in a partnership deed
  • A partnership with no agreed duration is a partnership at will, which any partner can dissolve by giving written notice to the others
  • A limited liability partnership has an LLP agreement under the LLP Act, 2008; where there is none on a matter, the Act's default provisions apply, and the agreement and any changes to it are filed with the Registrar
  • A company is governed by the Companies Act, 2013 and its articles of association; founders often add a separate shareholders' or founders' agreement. Which documents you need is a question for your lawyer
  • Why choosing the structure and writing the agreement should be done together
Ownership and RolesWho owns what, and who does what.5

Hypothetical example: two friends agree a 50-50 split. One works full time on the business; the other keeps a job and contributes evenings. A made-up case showing why 'equal' needs a conversation about commitment.

  • The split of ownership and how it was decided
  • Whether each person works full time, part time or alongside other jobs
  • Who leads on what, and who has the final say in each area
  • Whether founders may run or invest in other businesses
  • How roles and ownership can change as the business grows
Money In and Money OutWhere most friction starts.5
  • How much each person puts in, in cash and in kind, and when
  • Whether money put in is a share, a loan or something else
  • Salaries or drawings, and when they begin
  • Who can spend what without asking
  • Personal guarantees for loans, and who bears the risk
Decisions and DeadlockWhat happens when two people disagree.4
  • Which decisions need everyone's agreement and which one person can take
  • How voting works when there are two founders, or an even number
  • What happens in a stalemate: a cooling-off step, an outside adviser, mediation or arbitration
  • Why a dispute-resolution clause is better chosen early than improvised later
Vesting, Leaving and Buy-OutsThe part everyone skips.5
  • Vesting: earning your share over time, so that a founder who leaves early does not take the full share with them
  • What happens if someone leaves by choice, is asked to leave or stops contributing
  • What happens in case of illness, death or other long absence
  • How the share of a departing founder is valued and bought, and how it is paid for
  • Whether anything restricts a leaving founder from competing, and whether that can be enforced, a question for a lawyer
What Founders Create, and Who Owns ItWork done before the business existed counts too.5
  • Copyright in an original work generally belongs first to its author, with exceptions such as work made in the course of employment under a contract of service
  • An assignment of copyright must be in writing, signed by the person assigning it, and must identify the work and the rights, duration and territory covered; where the period is not stated it is treated as five years, and where the territory is not stated, as India
  • Why founders should assign code, designs, content, names and logos they made to the business, in writing, rather than assume the business owns them
  • Confidentiality between the founders and towards outsiders
  • Domain names and social accounts registered in the business's name, not an individual's
Making It OfficialIf it appliesSigning, stamping and keeping it current.5
  • Having the agreement drafted or reviewed by a qualified lawyer
  • Stamp duty on the agreement in your state, which your lawyer can advise on
  • Filings with the Registrar for an LLP agreement or company documents, where they apply
  • Reviewing the agreement when a new founder joins, an investor comes in or roles change
  • Keeping a signed copy somewhere every founder can reach

Questions to take to your lawyer

  • Which structure and which documents fit the three or four of us?
  • How should we treat different levels of commitment and contribution?
  • How should vesting and leaver terms work for us?
  • How do we make sure everything the founders created belongs to the business?
  • How should we handle disputes, deadlock and a founder's exit?
  • What does the agreement need to say about future investors?

A conversation worksheet for founders

  • What do each of us expect to be doing in a year?
  • How many hours a week can each of us give, and until when?
  • What would make one of us want to leave?
  • What do we do if one of us stops contributing?
  • Who decides when we disagree?
  • What have we each already built that the business will use?

How the session runs

The facilitator works through each question using a made-up founder story, then pairs or groups of founders do the conversation worksheet together. Each team leaves with a list of items they agree on, a list they do not, and questions for a lawyer. The session gives general information, not legal advice, provides no templates and does not review anybody's actual agreement. Who leads it and who answers questions is agreed with the host in advance.

What your students leave with

  • A list of the questions founders should settle before starting
  • A general understanding of how the agreement differs for a partnership, an LLP and a company
  • An understanding of why vesting, decision-making and exit terms matter
  • Awareness of why work created by founders should be formally assigned to the business
  • A worksheet to use for a first honest conversation with co-founders
  • Questions to take to a lawyer who will draft the agreement

Scheduled sessions

Nothing scheduled yet

Sessions are arranged with a college once a date is agreed. Ask us and we will find the right person for it.

A student rather than a college? See what is coming up, or ask your placement team to host this.

Everyone is generous at the start. Agree it while that is true.

Tell us who your students are and what stage they are at. Sessions are free for participants.