A founders’ agreement documents the core understanding between co-founders: how equity is divided, who does what, how decisions are made, founder vesting, IP assignment, and exit or departure scenarios. Settling these early prevents the disputes that sink many startups.
In Türkiye it is typically reflected in the articles of association plus a shareholders’ agreement, and should align with Turkish Commercial Code rules on share transfers and board governance.
What a founders’ agreement should settle early
Most co-founder disputes trace back to things that felt obvious at the start and were never written down. A proper founders’ agreement fixes them while everyone is still aligned: the equity split and the reasoning behind it; vesting and a cliff so that a departing co-founder does not keep a full stake; clear roles and decision rights, including who breaks a deadlock; IP assignment so everything built belongs to the company; and leaver provisions distinguishing a good leaver from a bad one. It should also address what happens on a sale, on new funding, and if a founder wants out. Signed early, it is cheap insurance; negotiated during a conflict, the same terms become a battleground.
The founders’ agreement under Turkish law
A founders’ agreement is an atypical but fully valid contract under Turkish obligations law; its power is bridging the pre-incorporation period. Minimum content: equity split and vesting (in Turkish practice usually built with repurchase options or penalty mechanics), an undertaking to assign IP to the company — including pre-incorporation code and brands — decision-making and deadlock solutions, leaver scenarios (good/bad leaver), and confidentiality plus non-compete boundaries. Once the company exists, these terms must migrate into the shareholders’ agreement and, where possible, the articles. Treating the founders’ agreement as the first draft of the incorporation documentation — not a signed-and-forgotten file — directly reduces the first round’s diligence cost.
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