What to put in a cofounder agreement before you start building

Write down each founder's role, expected time, start date, and responsibilities. Include the assumptions people are making about salary and outside work. 'We will work it out once we raise' leaves everyone free to imagine a different agreement.

A useful discussion includes the awkward cases. What if one person keeps a full-time job for another year? What if the technical founder cannot finish the product? What if the founder expected to sell discovers they dislike selling? You do not need to predict every event, but you do need a way to revisit commitments without pretending nothing changed.

Record the agreed share allocation, purchase terms, vesting, and any company repurchase rights. Make the denominator clear when discussing percentages. Separate cash invested from compensation for work, and decide how any founder loan or reimbursable expense will be documented.

A Delaware corporation needs the appropriate corporate approvals and issuance records. A note between founders saying 'you get 40%' is not a complete stock issuance. The board's authority, the authorized shares, the stock documents, and the consideration need to fit together. Ask counsel about unusual contributions or terms before signing.

• Delaware law: issuance of stock and consideration
• How to discuss an equity split

List the code, designs, domains, customer materials, and other assets each person already created. Identify who owns them and what should move to the company. If someone wrote code while employed elsewhere or hired a contractor, check the existing agreements rather than assuming the founder can assign everything.

Do the same for future work and access. The company should know where its repositories, domain accounts, cloud services, and business records live and who can administer them. A signed IP assignment and an account-transfer checklist solve different problems; you may need both. Do not put personal passwords into a shared agreement.

Separate everyday operating authority from decisions that require board or shareholder approval. Who can approve a contractor? Who can commit to a large expense? Who can issue equity? What happens when founders disagree? The answers should match the governing documents and applicable law.

Delaware's corporate framework generally places management under the board's direction, subject to the statute and governing documents. That is why a private promise between founders should not be drafted in isolation from the corporation's bylaws, board structure, and stockholder arrangements. Have counsel check that the documents work together.

• Delaware law: directors and officers

Agree on the process for a voluntary departure, a role change, or a serious disagreement. Address notice, handover, confidentiality, account access, and any rights concerning shares. Do not assume that stopping work automatically cancels someone's ownership. Rights and deadlines depend on the actual agreements and law.

For a concrete rehearsal, imagine one founder leaves after eight months. Find the relevant vesting clause, check any repurchase process, identify who must act, and list the work and access that must be handed over. If the team cannot answer those questions from the documents, fix that gap before an actual departure.

Once the terms are agreed, complete the signatures and approvals, store the final versions, and reconcile the ownership records. Corply can support the standard formation and founder-stock workflow. Negotiated disputes or unusual arrangements need counsel, and each founder may need independent advice where interests diverge.