العربية• Company Formation
What the articles do not say, the partners’ agreement does
The articles of association set out the form, activity, capital and share split, but they rarely answer the questions that come later: who decides when partners disagree? How does a partner leave? What happens when an investor comes in? A partners’ or founders’ agreement governs these matters between the partners, and must remain consistent with the articles rather than contradict them.
• When do you need one?
- Forming a company with one or more partners, especially where contributions differ between money, expertise and work.
- A startup expecting funding rounds.
- A partner contributing management without a large stake, or a stake without management.
- Bringing a new partner into an existing company.
• What our support covers
How we handle the file
- A session with the partners to understand what they have actually agreed before drafting.
- Drafting the agreement consistently with the articles and the legal form.
- Reviewing existing agreements when an investor or new partner joins.
• What it covers
What the agreement usually governs
- How decisions are made and which matters need special approval.
- Partners’ roles, obligations and contributions.
- Share-transfer rules and pre-emption rights.
- A partner’s exit, the valuation of their stake, and death or incapacity.
- Non-compete, confidentiality and protection of business relationships.
- How disputes between partners are resolved.
• Common pitfalls
What can delay the file?
Relying on a verbal understanding between partners at the start.
Using a ready-made template that does not reflect the actual contributions.
Clauses that contradict the articles without being addressed.
Ignoring the exit scenario until a dispute arises.
• FAQ
Questions we often hear before incorporation
Does the agreement replace the articles of association?
No. The articles are a legal document required for incorporation; the agreement governs the relationship between partners where the articles are silent.
When should the agreement be drafted?
Ideally before or at incorporation, because rules on exit and decision-making are easier to agree before any disagreement arises.
• Related routes
Your file may also involve
• Your next step
Forming a company with partners?
Send us your project details; our team will review them and contact you about the next step.
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