Vesting Schedule & IP Register – Appendix 2

Sverige

Regulate founders' vesting with clear milestones and document all intellectual property transferred to the company. Ready for due diligence.

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What this appendix does

Appendix 2 consists of two stand-alone registers that are both critical to the company's long-term value. The Vesting Schedule regulates the gradual vesting over time of the founders' and key people's shares, options or warrants. The Background IP register lists all intellectual property transferred or licensed from shareholders to the company.

Both registers come up time and again in due diligence ahead of financing rounds and M&A transactions. Clear documentation protects both the company and the individual shareholders.

When do you need Appendix 2?

You need this if…

  • You have founders or key people whose shares or options vest over time
  • Shareholders are to transfer source code, trademarks or other IP to the company
  • You want to protect the company against future third-party claims on intellectual property
  • You are preparing an investor round and need to show a clean IP chain
  • Consultants or employees have contributed to the company's technical core and their copyright needs to be formally transferred

You probably don't need this if…

  • The company has no vesting and no IP has been transferred from shareholders
  • All IP has already been transferred via separate agreements with preserved documentation

What the appendix contains

The agreement covers the following areas.

Part 1 — Vesting Schedule

  • Row per holder with type of instrument (share/option/warrant)
  • Dated milestones (start, cliff, full vesting)
  • Current vesting status
  • Special terms such as acceleration on Change of Control

Part 2 — IP Register

  • Description of each IP asset and its type
  • Original creator and legal status
  • Third-party claims and ongoing disputes
  • Open Source licences with special focus on copyleft
  • Estimated value for accounting

Responsibility and updates

  • Register custodian (board or named person)
  • Obligation to document new IP that is created
  • Written IP transfer through signing

Important to consider

  1. The standard tech structure is 4-year vesting with a 1-year cliff – enter exact dates for each milestone
  2. Good Leaver and Bad Leaver are defined in the main agreement – Appendix 2 only documents the position as of today
  3. Copyright arises with the natural person under § 1 of the Swedish Copyright Act and must be transferred in writing – signing the appendix constitutes the transfer itself
  4. Copyleft licences (GPL/AGPL) can virally affect the company's rights – disclose carefully
  5. For external consultants, IP must be actively transferred, otherwise the copyright stays with the consultant

Legal basis

The Swedish Copyright Act (1960:729) requires transfer of copyright to take place in writing. Signing Appendix 2 therefore constitutes the written IP transfer from shareholder to company.

The vesting terms take effect through the main agreement's Good/Bad Leaver provisions and the irrevocable powers of attorney in Appendix 4. Appendix 2 is the documentation that makes enforcement possible.

Create Appendix 2 and secure both vesting and IP in one go.

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Common scenarios

New founder joins

A new tech founder joins after 18 months. Appendix 2 is updated with vesting terms – 4 years, 1-year cliff – and any earlier developed code is listed in the IP register transferred to the company on signing.

Open Source review

Ahead of Series A, the investor's lawyers go through the IP register and flag GPL components. The company replaces them with MIT-licensed alternatives before the term sheet is finalised.

Consultant code must be secured

An external developer has built the backend API. To ensure the company owns the code, the consultant becomes a party to Appendix 2 where the transfer is formally signed.

Frequently asked questions

What happens to unvested shares if someone leaves?

That is governed by the Good/Bad Leaver provisions in the main agreement and enforced through the powers of attorney in Appendix 4. Appendix 2 only documents the vesting position.

Must the IP value be booked?

Not automatically. The value is often included in the shareholding. If required, the auditor performs a separate valuation, but in most early companies the value is left open.

How often should the appendix be updated?

Vesting status is updated at every milestone (cliff, partial acceleration, exit). The IP register is updated immediately when a new asset is identified and annually ahead of audit.

What if someone has already taken private copies of the source code?

That is a separate confidentiality and ownership breach governed by the main agreement's confidentiality clause. Appendix 2 focuses on securing rights going forward.

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