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You should consult with a lawyer before relying on these documents. The content in these templates are for informational purposes and do not constitute legal advice.

Templates

Voting Agreement

The founder-to-founder agreement that locks in board seats while you’re working together — and pulls voting power away from a co-founder who departs.

DOCX93 KB · 10 pages

Updated 2026-07-09

You should consult with a lawyer before relying on this document. The content in this template is for informational purposes and does not constitute legal advice.

When you need this

Use it at formation, after the founder stock has been issued, whenever there are two or more co-founders. The Voting Agreement does two main things: it gives each founder the right to designate a director nominee and requires the other founders to vote for that nominee, and it sets a default rule for the voting rights of a founder who later departs. In practical terms, it documents the founders’ agreement to vote together while they are building the company together, and helps prevent a departed founder from controlling or disrupting key decisions after leaving.

  • At formation, alongside the founder stock issuance, whenever there are two or more co-founders.
  • Whenever a new holder of founder stock joins. The Stockholder list in Exhibit A is updated and the new holder signs on as an Additional Stockholder.
  • Before any contested decision — board composition, financing, sale of the company — where alignment among working founders matters.

Worked example

Scenario
Three co-founders form a company and each receives roughly one-third of the founder stock. Six months later, one founder leaves the company. The remaining founders continue operating the business and need to make stockholder-level decisions, including decisions related to board composition and future financing.
Outcome
Without a founder voting agreement, the departed founder may still hold a meaningful voting block even though they are no longer working on the business. That can create uncertainty or leverage around stockholder approvals. With this agreement in place, the departed founder’s shares are voted as provided in the agreement after a termination event, allowing the working founders to maintain alignment on founder-level voting matters.

Watch out for

  • Solo founders can skip it.The agreement only does work when there are two or more Stockholders. A single-founder company has nothing to coordinate and doesn’t need this template.
  • Investors rewrite it at Series Seed/A.At the first institutional financing, investors often replace this founder voting agreement with a financing-stage voting agreement that adds investor-designated board seats and additional voting commitments. This template is meant to govern the founder relationship until that later agreement is put in place.
  • The Majority Threshold matters.The percentage in Section 3.1(a) sets the threshold for amending or terminating the agreement. Common choices: a simple majority (50%+1), two-thirds, or 75%. Lower thresholds are easier to amend; higher thresholds protect the original deal among founders.
  • The proxy is irrevocable.Once a founder departs, the proxy granting voting authority to the Requisite Holders is. Founders should understand that signing this means agreeing now to give up voting rights from the moment of any future termination event.

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