What is a co-founder agreement?
A co-founder agreement is a written contract between the founders of a startup that documents the rules of their working relationship: equity split, vesting, roles and responsibilities, decision-making, intellectual property assignment, exit provisions and dispute resolution. Drafted ideally before the company is formed and revisited at funding events, the agreement is one of the single best protections against future founder conflict — the leading cause of startup failure.
Key provisions
- Equity allocation: the percentage each founder owns and any vesting schedule (typically 4 years with 1-year cliff).
- Roles and titles: who is CEO, CTO, CPO; decision authority within roles.
- Decision-making: what requires unanimous vote, majority vote, or single-founder authority.
- IP assignment: all pre-existing and ongoing intellectual property assigned to the company.
- Departure and removal: what happens if a founder leaves voluntarily, is terminated, or becomes unable to work.
- Buyout mechanics: right of first refusal on share transfers; price formula for forced buyouts.
- Dispute resolution: mediation, arbitration or court; governing law.
Türkiye’de pratik
Türk startup’larında co-founder agreement’ın TTK ile uyumlu hale getirilmesi gerekir — özellikle anonim şirket kurucularının paylar ve genel kurul kararları bağlamında. Cyprus/Delaware HoldCo yapısında ana sözleşme HoldCo seviyesinde İngiliz/ABD hukukuyla düzenlenir, Türkiye OpCo seviyesinde ise TTK kapsamında. Çoğu uyuşmazlık, yazılı co-founder agreement olmadan ayrılan kurucuların TTK uyarınca paylarını sözleşmesiz tutmasıyla ortaya çıkar.
When to draft
Ideally before incorporation. Practically: as early as possible after founders agree to work together. Drafting after the company is formed, after meaningful work has happened, or after the first hire is significantly harder and creates retroactive equity disputes.
Do: draft the co-founder agreement before incorporation; review it annually and after every funding event.
Don’t: rely on verbal understanding — most founder disputes arise from undocumented assumptions that diverge over time.