Founder equity: agree the work before the percentages
There is no statutory formula for dividing founder equity. For a private company in England and Wales, the split should reflect the commercial bargain,…
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Founder vesting: what the schedule does not tell you
Vesting is a negotiated arrangement, not a universal UK statutory schedule. The agreement must explain which shares are affected, what happens on…
Articles or shareholders' agreement: which document does what?
A company often needs both documents, but they perform different jobs. Articles form part of the company's constitution. A shareholders' agreement is a…
A 50/50 company: plan the deadlock before it happens
Equal ownership does not automatically produce equal influence over every decision, and it can create a block when founders disagree. A deadlock clause…
Founder IP: move the pre-company work into the company
A company does not automatically own everything its founders created before incorporation. Identify the code, designs, content and inventions the business…
You paid the freelancer. Do you own the copyright?
Payment does not automatically transfer a freelancer's copyright. For an England and Wales project, agree whether the business receives ownership or a…
Startup NDAs: protect the secret without blocking the deal
Use an NDA to define how genuinely confidential information can be shared and used. It does not turn a general business idea into a registered IP right,…
Transferring founder shares: more than changing the cap table
A share transfer changes ownership of existing shares; it is different from issuing new shares. Check transfer restrictions, the instrument of transfer,…
Companies House identity checks: one person, several roles
Directors and people with significant control must check their own Companies House identity-verification obligations. The rollout began on 18 November…
PSC reporting: control is not only a share percentage
A person with significant control can qualify through shares, votes, board appointment rights or other significant influence or control. A cap table is an…
Option pools: the percentage that changes the investment maths
An option pool is a plan for potential employee ownership, not a single tax treatment. Model the dilution, document individual grants and check the chosen…
Good leaver, bad leaver: define the consequences before the label
There is no universal statutory definition of a good or bad leaver. The documents define the categories, transfer obligations and price, subject to legal…
Director conflicts: being a founder does not remove the duty
Directors owe duties to the company, even when they are also founders, shareholders or investor nominees. Identify conflicts early, disclose relevant…
Pre-emption rights: new shares and transfers are different
Statutory pre-emption can protect existing shareholders when equity securities are allotted for cash. Contractual rights may go further or cover different…
Investment term sheets: which promises bind before the round closes?
A term sheet may describe a largely non-binding investment proposal while making particular clauses binding. Read the wording and structure carefully.…