Co Founder Relationships (Canada): Write the Prenup Agreement While You Still Like Each Other

June 19, 2026

Author:

Joseph A. Gill

The problem

If founders do not establish ground rules early, the company often ends up governed by an informal and unreliable system. This is often based on memory, assumptions, and whoever is most persuasive in high-pressure situations.

In Canadian startups–and particularly in closely held companies common in Saskatchewan–this can create not only operational challenges, but also legal disputes that are difficult and expensive to resolve after the fact, including equity disputes, decision deadlock and shareholder conflict. These issues are rarely caused by bad intent. More often, they stem from a lack of a clear, agreed-upon structure.

In my experience, this is a big one. Co-founder fallout is one of the most common ways an early company dies. More startups break up over the founders than over the product or the market. And the painful part is that it is almost always avoidable.

The big idea

Governance is not about being overly corporate. It is about reducing predictable conflict and legal risk.

Think of it the way you would think about a marriage. The time to agree on how you will handle money, roles, and a possible split is while you still like each other, not in the middle of a fight. That is the whole point of doing this work early.

Early-stage founder disputes tend to arise from:

misaligned expectations
unclear roles and responsibilities
the absence of a defined decision-making framework

In practice, these issues are addressed through a shareholder agreement (often functioning as a co‑founder agreement in early-stage Canadian companies).

Establishing this framework early helps ensure the company operates with clarity, consistency, and enforceability as it grows.

Step 1 – Define ownership and “what happens if someone leaves”

Founders need clear, documented answers to:

Who owns what?
What happens if a founder leaves early?
How is equity earned over time (vesting)?

Without this clarity, companies can become burdened with inactive shareholders holding meaningful equity, which can complicate governance, financing, and future transactions.

In most Canadian startups, these provisions are built directly into the shareholder agreement and become critical during due diligence.

Step 2 – Decision rights: who decides what, and how quickly

Founders should explicitly agree on:

Which decisions require unanimous approval?
Which decisions are majority-based?
Which decisions can be delegated?
Who has signing authority, and what spending limits are in place?
Who has the final say when you genuinely cannot agree?

These rules form the company’s operational backbone. Without them, even routine decisions can escalate into disputes, or worse, create legal ambiguity around authority and enforceability.

For my two cents, that last point matters most. Someone must be the CEO, the person who breaks the tie when reasonable people disagree. Co-CEO setups feel fair at the start, but they tend to stall right when speed matters most. Give each founder a clear lane and name one final decision-maker.

Step 3 – Vesting is governance

Vesting is not about distrust but rather is a standard legal mechanism used to align incentives over time.

Equity should be earned through ongoing contribution, rather than granted fully upfront. This ensures that ownership reflects actual involvement in building the business.

Let me put a number on it: the market standard is four-year vesting with a one-year cliff. In plain terms, a founder earns nothing in their first year, then earns the rest monthly over the next three. This is the globally recognized best practice for founder vesting, and nearly every Canadian investor will expect to see it. While you are at it, agree now on what happens to unvested equity if the company is sold (acceleration). It is a far easier conversation today than at the finish line.

In Canadian startups, vesting provisions are typically formalized in the shareholder agreement and are closely scrutinized by investors during fundraising.

Step 4 – Build a deadlock and dispute resolution process before you need it

Founders should agree in advance on:

What constitutes a deadlock?
How are disputes escalated and resolved?
When is a neutral advisor, arbitrator, or mediator engaged?

Designing a dispute resolution framework early helps avoid costly and time-consuming litigation, while preserving relationships where possible.

The most effective time to establish these mechanisms is when expectations are aligned – not when conflict has already arisen.

And do not overlook the cheapest mechanism of all: a regular, honest founder check-in. Most blow-ups start as small resentments nobody said out loud. A standing monthly conversation where you actually name what is bugging you keeps the little stuff from hardening into the kind of fight that needs a mediator.

Do this in 7 days

To reduce risk and create clarity, founders can take the following steps:

Draft a one-page Founder Ground Rules memo outlining roles, time commitment, decision authority, and expectations.
Before you write anything down, sit down and have the hard conversation out loud: money, control, who is CEO, how much time each of you is really putting in, and what happens if it does not work out. An honest afternoon now beats a lawsuit later.
Confirm the cap table is accurate and supported by proper approvals and documentation.
Identify the top five founder conflict scenarios (e.g., early departure, underperformance, fundraising, acquisition, crisis) and define how each will be handled.
Ensure vesting terms are documented (four-year vest with a one-year cliff is the market standard) – particularly before engaging in serious fundraising discussions.

Final thoughts

Strong companies do not operate on trust alone. They rely on clear agreements, aligned incentives, and predefined mechanisms for resolving conflict.

Establishing these foundations early helps prevent disputes, supports growth, and positions the business for future investment and transition.

The best time to put these agreements in place is at the beginning, while relationships are strong and expectations are aligned.

This post is for information purposes only and should not be taken as legal opinions on any specific facts or circumstances. Counsel should be consulted concerning your own situation and any specific legal questions you may have.

This article, Co‑Founder Relationships (Canada): Write the Prenup Agreement While You Still Like Each Other, is part of a series relating to Technology & High Growth Startups in Saskatchewan, written by Saskatoon Partner, Joe Gill.

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About the Author

Joseph A. Gill is a partner in the McKercher LLP Saskatoon office. He is the Prairie's go-to technology and startup lawyer, having assisted hundreds of Prairie startups from formation and beyond. He works with founders throughout the startup life cycle through growth, scale, and exit. Joe was named a 2025 Lexpert Rising Star - Leading Lawyer Under 40 in Canada. This prestigious national award recognizes exceptional young lawyers who demonstrate leadership, innovation, and community impact.

About McKercher LLP

For 100 years, McKercher LLP has grown deep roots across Saskatchewan, serving the community from offices in Saskatoon and Regina. As one of the province’s largest and most established full-service law firms, we proudly follow a client-first philosophy as we provide legal services and real solutions for the people who rely on us.

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