Jan 26,2020 | 15 min read

Startup Legal Documents Templates

It is proven that the absence of a robust legal structure for a startup takes an enormous toll at a later stage. While unremittingly chasing the vision and success of the company, founders must pause and cover their company's legal base. We– India's first-ever Legal Tech discovery platform – have outlined some very useful and helpful legal documents for startups to offer you a heads up. These startup documents are made as a ready reckoner to help you safeguard your startup and give that a compliance kickstart. Don't let legal matters befuddle you.

SCOPE OF SERVICES

Type 1 - Registering a Business Entity

a) Partnership Firm/ Documents

1.     To bring a Company or a business into existence

2.     Agreement on Introducing or Removing a Partner: It helps the partners of the partnership firm to add new partners or remove the existing one. « Read more »

3.     Deed of Dissolution: It helps in discontinuing of the business so that the liabilities are finally settled by selling off assets or transferring them to a particular partner of the partnership firm. « Read more »

4.     Deed of Retirement: It lays down the rules that the retiring partners should follow to have retired themselves from the existing partnership firm. « Read more »

5.     Partnership Dissolution Agreement: If two or more partners are in business together and want to end the partnership, they need to create a partnership dissolution agreement. The main purpose of this Agreement is to establish a plan to inventory the partnership holdings, settle the debts, and assign any remaining assets to the remaining partners.

b) Limited Liability Partnership

6.     LLP Agreement: An LLP agreement is a written document defining the agreement between the partners of a Limited Liability Partnership. It defines the rights and duties of all the partners towards each other and towards the firm. A well-defined LLP agreement sets the solid foundation for the business. A comprehensive, detailed LLP agreement defines the roles and responsibilities of a firm very clearly. This helps avoid any conflict in the future. « Read more »

c) Private Limited Company

7.     MoA & AoA: Memorandum of Association, and Articles of Association safeguard and structure your business, helping in establishing the company's identity, working methodology, and goal.

8.     Terms & Conditions and Privacy Policy: It is necessary to maintain secrecy and Privacy of the internal data and information of a Company in order to prevent and protect the company from any misuse and mishappenings.

9.     Intellectual Property Agreement: An IP agreement transfers any rights in or to the IP created by the individual to the company, and can be applied to any IP including trademarks, patents, logos, designs, or any other IP.

10.Non-Disclosure Agreement: NDA is highly recommended before sharing any sensitive or confidential information with external parties and particularly if you intend to have any collaboration with another company

11.Partnership Agreement: The purpose of a partnership agreement is to have on record details of how the partners intend to run the business and share profits, assets and costs, and to set out the responsibilities and contributions of each partner.

12.Shareholder's Agreement: To start a private limited company and you are bringing on a co-founder, you will probably be giving shares in the company as part of the co-founder relationship and will therefore need a shareholder's agreement, particularly before you obtain any external investment.

13.Service Agreement: The company will need to have employment or service contracts for each individual employee, which will specify duties and obligations of both your business as an employer and the employees you are hiring.

d) Joint Venture

14.AoA & MoA: Articles of association is a document that specifies the regulations for a company's operations and defines the company's purpose

15.Joint Venture Agreement: A joint venture (JV) is a business arrangement in which two or more parties agree to pool their resources for the purpose of accomplishing a specific task.

16.Joint Bid Agreement: It is a legal document entered into by two or more contractors, who jointly bid to perform together on a specific construction project.

17.Liquidation/ Winding Up Agreement: The Liquidation Agreement is a document used to legally and formally end a partnership between the two parties. The agreement helps to settle things between both the parties smoothly and fairly.

Type 2 - Employment Contracts

18.Non-Disclosure Agreement: It is a contract through which the parties agree not to disclose information covered by the agreement

19.Fixed Term Employment Contract:

20.Permanent Employment Contract: A permanent contract is an indefinite contract whereby you are employed by the company until such time as the employer or the employee no longer wish to work there.

21.Casual Employment Contract: The casual employment contract is suitable for scenarios where you want an individual to commit to working for you, but you're not sure how many hours of work you'll be able to offer them each week and cannot guarantee a regular working pattern.

22.Zero-hours worker contracts: The biggest advantage of using zero-hours contracts is flexibility. For any organisation, it is invaluable to be able to respond quickly and effectively to business fluctuations. Engaging people on zero hours contracts allows employers: to deal with an unforeseen event.

23.Consultancy agreements: When it comes to working with self-employed contractors, consultants or freelancers, it's equally important to have a written document - commonly known as a 'consultancy agreement' - in place to set out expectations for the working relationships.

24.ESOPS: The ESOP can be used to raise new equity capital, to refinance outstanding debt, or to acquire productive assets through leveraging with third-party lenders. Because contributions to an ESOP trust are tax, an employer can fund the principal and the interest payments on an ESOP's debt service obligations with pre-tax dollars.

Type 3 - Real Estate Agreements and Contracts

25.Purchase Agreement: The Purpose of this Purchase Agreement is that this contract specifies the details regarding the sale of property. It will include the address of the property, the price, names of both parties, signatures of both parties, and the closing date.

26.Real Estate Assignment Contract: A Real Estate Assignment Contract is used in a wholesale investment purchase. Its purpose is that it includes distressed properties that are secured and then assigned to another buyer.

27.Lease Agreement: This is a contract that binds an owner and a renter to the property. The main purpose of this Agreement is to ensure important items are mentioned in the lease agreement to prevent future legal disputes.

28.Power of Attorney: The purpose of this Contract is that this type of contract is beneficial if you are the property owner of several investment (rental) properties or if you are carrying for an older parent or family member who might not have the ability to sign the contract.

Type 4 - Website Agreements & Contracts

29.Terms and Policies Agreements: The main purpose of this agreement is to maintain your rights to exclude users from your app in the event that they abuse your app, where you maintain your legal rights against potential app abusers, and so on.

30.Website Development Service Agreement: It is a legally binding Agreement. The main purpose of this agreement is where Client and developer mutually desire to set and agree to the following terms and conditions as listed.

31.Refund and Return Policy: The main purpose of this Agreement is to maintain transparent business practices and good customer relationships. It's a legal agreement with terms binding both of them. Many customers will decide whether to buy from you at all - or again in the future - based on the generosity of your Return & Refund Policy.

32.Website Disclaimer: The Purpose of Website disclaimer is a great way to protect yourself against many different claims of liability. As long as your disclaimer is well-written and relevant to your site, it should play an important role on the legal side of your business.

Type 5 - For Start-ups (Miscellaneous) 

33.NDAs: The Purpose of NDAs is that the start-up founders often want potential investors to sign NDAs before they share their brilliant business ideas. The real value is in the execution of the idea, the skills of the team, etc.

34.Employment Agreement: The Purpose of this is to state the terms of employment, such as salary, benefits, vacation time, stock options, etc.

35.Service Agreement: The purpose is to provide you with services (such as app development, launch party catering, or office cleaning) or to provide services to others.

36.Distribution Agreement: These are usually between a manufacturer or vendor and distributor. Some key terms are the duration of the agreement, whether it's exclusive, and the territory covered.

37.Reseller Agreement: The Purpose of these are agreements with companies that buy products and generally "add value" (for example, by combining a product with other products or services) before reselling it.

38.End-User License Agreements (EULAs): These are usually non-negotiated shrink-wrap or browse-wrap agreements. The Purpose of this Agreement is that they govern how users can use the software.

39.Valuation Agreements (Trial License, Test License): They generally limit the licensor's liability and prohibit things like reverse engineering.
These let potential buyers check out products (such as software) before buying them or paying for a license.

Type 6 - Service Contracts and Agreements

40.Master Service Agreement: The purpose of this type of contract is to speed up and simplify the future transactions of the parties involved. Lesser amount of documentation is needed for future transactions, such as an issuance of a job order or purchase order.

41.Professional Service Agreement: The main Purpose of this Agreement is to Provide a unique, technical, and infrequent functions which performed by an independent contractor that is qualified based on his/her expertise, education, and technical abilities to provide the services.

42.Maintenance Agreement: Maintenance Agreement is a formal agreement between two parties. The purpose of this agreement is that wherein the other party promised to maintain the efficiency of a material or belonging of the other party. Maintenance agreements often contain regular checking and repairing specific materials or equipment.

43.Performance Based Contracts: Performance-based contracts identify expected deliverables, performance outcomes, and the payment is done after a successful delivery. Performance based contracts also use appropriate techniques to ensure agreed value of service or goods are delivered.

Type 7 - Compliances of a Company

44.Statutory Compliances: The purpose of this is that it is helpful for a company to function well, it needs to be organized and streamlined, with proper norms and regulations set in place. These regulations extend to every facet, including the company's interactions with its employees and its finances.

45.Audit Compliances: The purpose of a statutory audit is to determine whether an organisation is providing a fair and accurate representation of its financial position by examining information such as bank balances, bookkeeping records, and financial transactions.

46.Payroll Compliance: It is obvious that you will have employees working for you when you start an organisation. There will be employees, independent consultants, and contractors as well. Such professional relationships are governed by various labour legislations.

47.Taxation: Businesses working as service providers need to obtain service tax registration, make service tax payments, and file service tax returns on time. The business should also comply with relevant income tax rules and regulations.

Type 8 - NBFC Incorporation

Documents

48.Certificate of Incorporation: Certified copies of Certificate of Incorporation and Certificate of Commencement of Business in case of public limited companies.

49.Memorandum of Association: Extract of the main object clause in the MOA clearly depicting the financial business is very important for its Incorporation.

50.Audit Balance Sheet: The Audited balance sheet and Profit & Loss account along with directors & auditors report or for the entire period the company is in existence, or for last three years.

51.Certificate of Qualification: Copy of the certificate of Director's highest educational and professional qualification.

a) Deposit Taking NBFC

52.Only the NBFCs which have been issued a license to accept a deposit in its certificate of Registration from RBI are allowed to accept public deposits. To ensure, NBFCs don't misuse the License issued by Government, there have been certain limits imposed and conditions specified, for accepting deposits by the NBFCs, which varies depending upon various factors.

b) NBFC for Fintech Start-ups

53.NBFCs are primarily focused in meeting the financial needs of the underserved section while Banks target upon the organized sector.
NBFC Registration can be completed in 90 to 120 days where as even for small bank registration it takes 12 to 24 months.
Credit growth of NBFCs is noted at 24.3% per year as against 21.4% for banks.

Type 9 - Contracts required in a Financial Sector

54.Finance Contracts: Finance contracts are used in accordance with securities law to allow for individually negotiated agreements involving commodities, securities, currencies, or other interests of an economic or financial nature. These contracts are used for buying, selling, lending, swapping, and repurchasing within the financial markets.

55.Option Contracts: Options contracts are a kind of finance contract that involve a seller and buyer agreeing to give the option's purchaser the right to sell or buy an asset at an agreed upon price at a specified date. Such contracts are common to commodities, real estate, and securities transactions.

56.Forward Contracts: Forward Contract gives the buyer the obligation to buy an asset at an agreed upon price at an agreed upon time. Assets involved in these contracts include such commodities as precious metals, grains, oil, electricity, natural gas, and livestock.

57.Forward or Future Contracts: Parties partaking in forward contracts generally bear greater risk to their credit than those that deal in futures contracts due to the fact that there is no clearinghouse guaranteeing performance. Because of this, the risk that a party in a forward contract will be forced to default is always present, and the party harmed by this may have no recourse other than to sue. Thus, prices for forward contracts often come with premiums because of the additional credit risk.

 

 

 

 

 


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