If you ask ten European startup lawyers what a founders’ agreement should look like, you’ll get twelve opinions and a bill. The US solved this problem when Y Combinator open-sourced the SAFE in 2013 and the NVCA released its model venture financing documents — an informal but universally accepted set of defaults that any venture-stage company could adopt without negotiating first principles. Europe has had nothing equivalent. EU-FAST is INC48’s proposal for fixing that, built to pair with the EU INC regime.
The name is intentional: Founders’ Agreement Standard Terms. It is a founders’ agreement, not a financing doc. It governs what happens between co-founders — vesting, leavers, IP — not what happens between a company and its investors. Those would come later, under a separate set of model EU venture docs we hope the ecosystem develops in parallel.
Why Europe needs this
Three problems EU-FAST is designed to solve:
Problem 1: every founders’ agreement currently reinvents the wheel
The typical European founders’ agreement today is a bespoke document drafted by a local startup lawyer, in the language of the country of incorporation, under that country’s laws. Every new company negotiates the same clauses — vesting cliff, good-leaver definition, IP assignment, non-compete scope — from a blank page. The result is high legal cost, wide variance in quality, and deals that fall apart months later because one of the founders realises clause 14.3 means something other than what they thought.
Problem 2: cross-border teams need cross-border docs
A Spanish founder, a German co-founder and a Dutch CTO want to incorporate one company and sign one agreement. Today, that agreement is drafted in one country and hand-waves jurisdiction for the others. When a dispute actually arises, the governing-law clause determines everything, often to one founder’s surprise. A standard designed to work across the 27 is materially more robust.
Problem 3: investor-readiness is a cliff, not a ramp
When a company raises its first priced round, investors’ counsel reads the founders’ agreement and often rejects it as non-compliant or unclear. The cost: weeks of rework, revised vesting schedules, retroactive IP assignments. Starting from EU-FAST means the doc is already in investor-acceptable shape from day one.
What’s in EU-FAST
The document, as proposed, would be organised around the decisions that actually matter to a two-to-five-founder team. The working structure we recommend:
1. Equity split and vesting
Standard 4-year vesting with a 1-year cliff is the default, with the cliff and total vesting period explicitly settable. Acceleration on change of control is optional and standardised (single-trigger vs double-trigger is a check-box). The schedule is expressed as a vesting curve attached to founder shares, implemented through a reverse-vesting mechanism (i.e., the founder owns the shares now but the company has a repurchase right on unvested shares if they leave).
Reverse-vesting is preferred over “forward” vesting for tax reasons in most EU jurisdictions: the shares are acquired at day-one value, avoiding phantom income as they vest.
2. IP assignment
All IP created by founders in connection with the company’s business is assigned to the company, automatically and with specific handling for pre-existing IP (which is either licensed in or excluded, by schedule). This is non-negotiable in EU-FAST — a founders’ agreement without clean IP assignment is an unacceptable document for any subsequent investor.
3. Confidentiality
Standard mutual confidentiality during engagement and for a defined period after exit. No magic here; the point is that it’s uniform across founders so no one’s signing a materially stricter or looser version.
4. Non-compete and non-solicitation
This is the section most tightly tuned to EU national law, because non-compete enforceability varies widely. Some member states (Belgium, the Netherlands) are stricter than others (Italy, Ireland). EU-FAST uses a tiered approach: a baseline obligation that works everywhere, plus optional extended restrictions marked as “subject to member-state enforceability.” Lawyers can swap in country-specific appendices without rewriting the whole doc.
5. Good leaver / bad leaver
Defines the circumstances under which a departing founder keeps their vested equity (good leaver) vs has vested equity repurchased at nominal value (bad leaver). Standard definitions: good leaver = death, disability, termination without cause, or mutually agreed departure; bad leaver = resignation without cause within a certain window, or termination for cause.
Clear definitions here prevent the single most common founder-dispute, which is two people holding different mental models of what happens when one of them walks out.
6. Board and decision rights
Simple founder-majority decision framework for the pre-investor phase: major decisions (new financing, hiring CEO, M&A) require unanimous founder consent; operational decisions follow whatever the articles define. Investor-stage governance gets layered on top at the first priced round.
7. Dispute resolution
EU-FAST defaults to arbitration under a recognised European arbitration body (e.g., the Vienna International Arbitral Centre or the DIS in Germany), with a seat that’s neutral to all founders’ residences. This avoids the “whose national courts?” fight entirely.
8. Governing law
The governing law is the law of the member state of registration of the EU INC. Because EU INC is itself a harmonised EU regime with defined member-state “home” jurisdiction, this is cleaner than choosing a national law independent of the company’s registration.
How EU-FAST would pair with EU INC
EU-FAST assumes the company is (or will be) an EU INC. That matters for three concrete clauses:
- Share classes. EU-FAST would use the EU INC share-class vocabulary (ordinary, preferred, founder-class) rather than national-form equivalents.
- Cap-table mechanics. Reverse-vesting and repurchase rights implemented in terms of the EU INC register mechanics, avoiding national-form quirks.
- Cross-border recognition. Because an EU INC is recognised across the single market, a founders’ agreement built on EU INC mechanics travels with the company wherever it operates.
Could you adapt EU-FAST for an OÜ, GmbH or SAS? Structurally yes — most of the clauses are portable. But the alignment with EU INC is where it would be cleanest. If you’re incorporating a new venture-stage European company, EU INC paired with a standard agreement like EU-FAST is a cleaner starting point than bespoke national drafting.
What EU-FAST does not cover
Important to be clear about scope. EU-FAST is a founders’ agreement, not a venture financing template. It would not cover:
- SAFEs, convertible notes or priced-round share purchase agreements (a separate model-doc effort).
- ESOP plans for employees (a separate model doc, covered in our EU INC stock options guide).
- Commercial agreements (customer contracts, partnership agreements, distribution deals).
- Country-specific employment contracts for founders who are also employees.
Each of those should live in its own document, ideally from a parallel EU model-doc set that builds on the same EU INC foundation.
What it would take to get there
A credible EU-FAST needs three things to reach the same traction as SAFE or the NVCA docs:
- A trusted convenor. A coalition of EU startup associations, founder networks and active investor firms — not a single provider — authoring and publicly maintaining the text.
- National-law annexes. A baseline agreement that works everywhere, plus short appendices that handle the clauses most affected by national law (non-compete, severance, tax treatment of reverse-vesting).
- Open publication. A free, permissively licensed template with versioned releases, maintained in public, so ecosystem trust can build over years rather than months.
INC48 is happy to contribute drafting and review time to that effort. This post is one starting point for the conversation.
How to use something like EU-FAST at formation, today
Until a broadly adopted EU-FAST exists, founders still need a clean agreement at incorporation. A practical workflow:
- Draft articles of association using the EU INC standard template (provided in the formation bundle, once EU INC is live).
- Use a standard founders’ agreement covering the eight sections above, with only the user-configurable fields varying (vesting schedule, cliff length, acceleration type, good-leaver window).
- Reverse-vest founder shares by implementing the repurchase right at share-issuance time.
- Register UBO under the standard EU INC template.
- Keep the agreement with the cap table and share register from day one. Investors will request it at Seed due diligence.
Executed properly, the whole founders’ agreement work at formation is a few hours, not the several-week negotiation bespoke drafting currently produces.
The bigger picture
A working EU-FAST would be a small piece of a much larger standardisation movement: EU INC at the company-form layer, a standard founders’ agreement at the founders’-agreement layer, and eventually model venture financing docs to match the NVCA suite. The long-term outcome: a European startup stack as fast to set up, as cheap to lawyer, and as investor-ready as the US Delaware-C-Corp-plus-SAFE stack — without the Delaware.
That’s the quiet competitiveness play. Most founders won’t read the drafting notes. They’ll just incorporate their EU INC, adopt standard docs, get back to building, and not spend eight weeks and €15,000 on a founders’ agreement that still has three bugs in it.