The 12 Legal Documents Every Delhi NCR Startup Must Have

The most expensive legal problems in startup land are the ones that could have been prevented with the right documentation from day one. Investor due diligence at Series A is when most founders discover these gaps — and paying to fix them under time pressure, with a term sheet on the table, costs multiples more than doing it right at incorporation. **The 12 Documents Every Startup Needs** **1. Certificate of Incorporation** The company's birth certificate. Should be checked for accuracy — wrong address, wrong name spelling, or incorrect object clause creates downstream problems. **2. Memorandum and Articles of Association (MOA/AOA)** The constitutional documents. Startups should adopt Table F AOA as a base but customise it to include — at minimum — a drag-along right, tag-along right, pre-emption right on share transfers, and provision for ESOP. **3. Founders Agreement** Before any investor comes in, co-founders must document their mutual obligations — equity split, roles, vesting schedule, IP contribution, and what happens when a founder leaves. Most founders consider this unnecessary until a co-founder leaves with 30% equity and six months of runway. **4. IP Assignment Agreements from Founders** If any founder worked on the product before incorporation — which is almost always — the IP they created must be formally assigned to the company. A verbal agreement is not enough. **5. Employment Agreements for All Employees** Must include IP assignment clause, confidentiality obligations, non-solicitation (during and post-employment), and appropriate notice period. Generic templates downloaded from the internet are usually wrong. **6. IP Assignment Agreements from Contractors** Every developer, designer, writer, or consultant who creates anything for the company must sign an IP assignment agreement. Copyright in work created by a contractor belongs to the contractor by default in India — only a specific written assignment transfers it. **7. NDA for Investor and Business Development Discussions** Before sharing financial projections, technology details, or customer lists in any commercial discussion, an NDA should be in place. **8. ESOP Plan Rules** The ESOP scheme must be documented — pool size, eligible employees, vesting schedule, exercise price, buyback mechanism, and what happens on departure. This must be adopted by the Board before the first grant. **9. ESOP Grant Letters** For every employee who has been promised options, a grant letter must be issued specifying the number of options, exercise price, vesting schedule, and reference to the ESOP Plan Rules. **10. GST Registration Certificate** Required for any business with turnover above the threshold. GST registration is also required for interstate supply regardless of turnover. **11. Shareholders Agreement (once external investors are on board)** Must cover governance rights, information rights, anti-dilution, exit rights, and drag-along/tag-along. The SHA is the single most important document in the startup's lifecycle. **12. DPIIT Startup India Recognition Certificate** This unlocks the Section 80-IAC tax holiday (subject to a separate IMB certification), self-certification and procurement benefits. Angel tax, once the main reason to apply early, was abolished from assessment year 2025-26. Apply soon after incorporation if eligible — the 10-year window from incorporation limits eligibility.