Do we need a founder agreement if we already have a shareholders' agreement?

Not necessarily as a separate document — the key founder terms can sit in a shareholders' agreement. What matters is that vesting, roles, IP and leaver terms are documented somewhere binding.

Who owns the code a founder wrote before the company existed?

Usually the founder who wrote it, unless it has been assigned to the company in writing. A written IP assignment is the standard fix and is expected by investors.

When should founders sign an agreement?

As early as possible — ideally at incorporation. It is much easier to agree terms before money, investors or disagreements enter the picture.

Founder Agreement Lawyer Kenya

Founder Agreement Lawyers in Kenya

Co-founder disagreements are one of the most common reasons early-stage companies stall. Many of them could have been avoided with a short, clear agreement made at the start.

We help founders in Kenya agree and document equity, roles, vesting and intellectual property ownership — in a form investors will recognise when you raise.

When you may need advice

You and your co-founders have agreed an equity split informally and want it documented.

One founder has stepped back but still holds a large stake.

Code, designs or brand assets were created before incorporation and are not clearly owned by the company.

You are preparing to raise and investors are asking about founder vesting and IP.

What a founder agreement should cover

A founder agreement — often combined with or followed by a shareholders' agreement — usually addresses:

Equity split and how it was arrived at
Vesting schedules and cliffs for founder shares
Roles, responsibilities and time commitment
Assignment of intellectual property to the company
Good leaver and bad leaver provisions
Decision-making and deadlock
Confidentiality and non-compete undertakings

Intellectual property belongs in the company

Investors expect a startup's core IP to be owned by the company, not by individual founders or contractors. Under Kenyan law, copyright in software and other works can vest in the person who created them unless there is a valid assignment or the work was created in the course of employment. A written IP assignment from each founder — and from contractors who built the product — avoids a common due diligence problem.

Common risks and mistakes

Splitting equity equally by default without considering contribution and commitment.
No vesting, so a founder who leaves early keeps their full stake.
Core IP created before incorporation and never assigned to the company.
Using foreign templates that do not align with the Kenyan company's articles.

Who should seek counsel

Co-founders incorporating a startup in Kenya
Startups preparing for a first funding round
Founders resolving a co-founder departure
Technical founders contributing pre-existing code or IP

How we work

1Founder conversationWe help founders surface and agree the difficult questions early.
2DraftingWe prepare the founder agreement, IP assignments and any changes to the articles.
3Alignment for investmentWe structure terms so they fit what investors typically expect at seed stage.
4Ongoing supportWe advise as the team, cap table and business evolve.

Advocates for this matter

Trevor Samson Lichuma, CPMManaging Partner

Frequently asked questions

Vesting means founders earn their shares over time, often with a 'cliff' before any shares vest. If a founder leaves early, unvested shares can be bought back, protecting the company and the remaining founders.

Venture Capital & Startup Law Shareholder agreements Term sheets Intellectual property

This page gives general information about Kenyan law and is not legal advice for your situation. Contacting us does not create an advocate–client relationship. Last reviewed 8 Oct 2026.