Incorporating with a co-founder: what to settle on day one

Registering a Singapore company takes very little: a name, a director, a shareholder and a registered address. Nothing in that process asks the questions co-founders most need to answer.

Most founders register first and sort out ownership later, and later is when it gets expensive. These are the things to settle before you file.

1. Who owns what

Agree the split, and write down why. An equal split is common and often right, but with two founders it means neither can outvote the other, so you also need to agree how a deadlock gets broken. Base the split on what each of you will contribute from here on, not only on who had the idea.

2. Vesting

Vesting means founders earn their shares over time. A common pattern is four years, with nothing vesting in the first year. In a Singapore company the founders usually hold their shares from day one, so vesting works in reverse: the shareholders’ agreement gives the other founders or the company the right to take back unvested shares if a founder leaves.

Without an agreement, a departing co-founder can keep all of their shares.

3. What happens when a founder leaves

Decide now, while everyone still agrees: who can buy a leaver’s shares, at what price, and whether the answer changes with the reason for leaving. Investors will ask to see these terms.

4. How decisions are made

Who sits on the board, which decisions need every founder’s consent (issuing shares, taking on debt, selling the company), and what happens when you disagree.

5. Who owns the IP

Code, designs and domain names created before incorporation belong to whoever made them until they are assigned. Have each founder assign their work to the company in writing. Investors’ lawyers check this early.

6. Room for investors and your team

Leave space for an option pool, and agree the terms that matter once other shareholders arrive: pre-emption rights on new shares, and what happens on a sale. Setting these at the start is easier than amending them during a round.

What goes on the record

• ACRA: your directors, shareholders and share capital are filed at incorporation. For a private company, ACRA keeps the register of members.
• Share certificates: ready within 60 days of the shares being allotted.
• The shareholders’ agreement: signed by every founder and kept with the company’s records. It is not filed with ACRA.
• The register of registrable controllers: set up and lodged with ACRA.

Your cap table should match ACRA’s register exactly from the first day. When it does, what investors’ lawyers ask for later is easy to produce.

Two Singapore requirements to plan around

• A locally resident director. Every company needs at least one director who is ordinarily resident in Singapore. If neither founder is, you need a nominee director, or one of you relocates on the right pass.
• A company secretary. One must be appointed within six months of incorporation.

This article is general information, not legal advice. Founders should take legal advice on their own shareholders’ agreement. Based on the Companies Act 1967 and ACRA guidance as at November 2026.