A founders agreement is the contract between the people starting a business that records who owns how much, who does what, how decisions are made and what happens when one of them leaves. It is signed before the company is incorporated or in its first weeks, and in Kolkata it is stamped under West Bengal law and written so that any dispute stays in the city.
Who needs a founders agreement in Kolkata?
Any group of two or more people starting something together:
- Three partners launching a tea export venture from Dalhousie, each bringing different things: buyers, capital and logistics
- Two engineers in Salt Lake Sector V building a product before they have registered a company
- A Bowbazar family putting the next generation into a new company alongside the existing business
- A Howrah fabricator and a designer starting a joint product line
- Any team about to take its first investment, because the investor will ask for this document first
- Two professionals leaving a salaried job to start a consultancy, where the old employer will look closely at what they take with them
The trigger is not the company. It is the moment people start contributing time and money on the strength of a conversation, which in most Kolkata ventures happens months before anyone files a form with ROC West Bengal.
Which law governs a founders agreement here?
The agreement is a contract under the Indian Contract Act, 1872, and three Kolkata specific layers sit on top:
- Stamping under West Bengal stamp law before signature, so the agreement is admissible if a founder later disputes it. Duty on a document going to a sub registrar is paid through GRIPS, the state receipt portal. A founders agreement is never presented for registration, so it is stamped before the founders sign rather than through a registration challan.
- Alignment with the company's articles of association, filed with the Registrar of Companies, West Bengal, so that transfer restrictions and pre emption rights in the agreement are mirrored in the document the registrar holds.
- A dispute clause seated in Kolkata: mediation, then arbitration with its seat in the city, with Calcutta High Court as the supervising court.
The agreement itself is not filed anywhere. That is why the articles must carry the same restrictions, or a founder can transfer shares in a way the agreement forbids and the company cannot refuse to register it.
What does the Kolkata process look like?
- A founders session, at our Barasat office or over video, where every founder is in the room and the hard questions are asked: the equity split, vesting, who controls what, and what happens on exit.
- A lawyer drafts the agreement with the schedules and the decision matrix, aligned to the articles where the company already exists.
- Each founder reads it and we take the exit and deadlock clauses line by line, then fold in two rounds of changes.
- The stamped agreement is signed by every founder, and the board notes it where the company already exists.
From session to signature, 2 to 3 days when the founders already agree on the numbers.
Which documents do you need in Kolkata?
- Identity documents and addresses of every founder
- The agreed or proposed equity split and each founder's contribution in cash, assets or work
- The company's incorporation documents and articles, if it exists
- Any IP, domain names, code or designs already created that should belong to the company
- Existing side arrangements, loans between founders or promises made by email
What will it cost you in Kolkata?
The fee is ₹4,999 for the founders session, drafting, two rounds of revisions and alignment with the articles. The only other cost is stamp duty, which goes to the state rather than to us. There is no registration fee, because this agreement is never registered, and no ROC filing fee unless the articles are amended alongside it. Here is what the agreement carries, clause by clause:
| Clause | What it decides | Kolkata note |
|---|---|---|
| Equity split and contributions | Who owns what and for what | Cash, assets, IP and sweat equity valued and recorded |
| Vesting and cliff | Equity earned over time, typically 4 years with a 1 year cliff | Acceleration on an exit event |
| Roles and decision matrix | Who runs what and which decisions need all founders | Bank mandate, supply contracts and who can commit the company alone |
| IP assignment | Everything created belongs to the company | Covers work done before incorporation |
| Founder exit and leaver terms | What a departing founder keeps | Good leaver and bad leaver, formula price, pre emption for the others |
| Deadlock and disputes | How a stalemate ends | Mediation, then arbitration seated in Kolkata |
| Non compete during tenure and confidentiality | Founders do not run a rival while inside | Confidentiality survives exit; a non compete after exit falls foul of Section 27 of the Contract Act |
| Stamping and alignment with articles | Admissibility and enforceability at the company level | Stamped before signature; mirrored in the articles filed with ROC West Bengal |
What mistakes do Kolkata founders make?
- Splitting equity equally because the conversation was awkward, then discovering one founder works full time and another does not
- Skipping vesting, so a founder who leaves in month six keeps a third of the company forever
- Leaving the IP with the individual who wrote the code or designed the product
- Signing the agreement but never updating the articles, so the company cannot enforce the transfer restrictions
- Naming courts in another state because the template came from there
- Treating a family venture as exempt from all of this because the founders are related
Why choose LegalX India for founders agreements in Kolkata?
Our team sits in Kolkata at 58B, Bidhan Park, Taki Road, Barasat, Kolkata 700124. We draft founders agreements for startups in Sector V, trading ventures in Dalhousie and family companies in Bowbazar, often alongside the incorporation itself. You get a lawyer who asks the uncomfortable questions in the session, an agreement stamped under West Bengal law and mirrored in the articles, and a dispute clause seated in Kolkata, in 2 to 3 days for ₹4,999.
For the national rules on founder equity, vesting and enforceability, read the full founders agreement process nationwide. If you and your co founders are starting something in Kolkata, call +91 96356 85435 or request a callback and a lawyer schedules the founders session within 30 minutes.