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Qapita

2 resources from Qapita we point founders to, and the questions each answers.

📄 Article
✓ Link checked India Free Intermediate

Why we picked it This is the exact mechanism that stops a co-founder selling to a stranger, explained by an India and SEA cap-table platform that drafts these clauses daily. It gives you sample SHA language for both ROFR and ROFO, and argues you should push for ROFO (offer to insiders first, before any outside bid) for tighter control over who lands on your register.

ROFR vs ROFO: A founder's guide to share transfer rights

From Qapita by Qapita 10 min read

  • ROFR forces a selling founder to first offer shares to the company and other founders on the same terms an outsider agreed, ROFO forces the offer to insiders before any third party is even approached
  • The page hands you ready-to-adapt SHA clause text with bracketed placeholders for thresholds and acceptance windows, so your lawyer edits rather than drafts from scratch
  • Carve out permitted transfers (family, holding company, estate planning) so routine moves do not trip the restriction while genuine outsider sales stay blocked
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Answers What transfer restrictions should we put on founder shares so one co-founder cannot sell their stake to a random outsider?
📄 Article
✓ Link checked India Free Intermediate

Why we picked it ROFR alone does not finish the job: you still need tag-along so a minority founder is not stranded when the majority exits, and drag-along so one holdout cannot block a clean 100 percent sale. This piece explains both with sample clause language and the usual 50 percent-plus trigger, from the same India-context source as the ROFR guide.

Transfer of Share Rights: Tag-Along and Drag-Along Explained

From Qapita by Qapita 9 min read

  • Tag-along lets a minority holder sell alongside the majority on identical terms, so nobody gets left behind with a new outside controlling shareholder
  • Drag-along lets a qualifying majority compel minorities to sell into a bona fide exit, which most acquirers require since they want all of the company, not most of it
  • Includes sample SHA wording and covers founder-side protections like a minimum drag price floor so you cannot be forced to sell too cheap
Open qapita.com →
Answers What transfer restrictions should we put on founder shares so one co-founder cannot sell their stake to a random outsider?