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Form #617

Pre-Incorporation Agreement

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Checklist of matters to be considered in drafting a pre-incorporation agreement - free to use

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PRE-INCORPORATION AGREEMENT:  Checklist of matters to be considered in drafting a pre-incorporation agreement

1.   Parties.

a)   Names.

b)   Addresses.

c)   Number of shares subscribed by each.

i)    Cash.

ii)   Property.

·    Description.

·    Valuation.

d)   Size of loan to be made by each.

i)    Terms.

ii)   Interest.

iii)   Maturity.

2.   Incorporation agreement.

a)   Agreement to form corporation.

i)    State of incorporation.

ii)   Additional states for qualification.

iii)   Name.

·    Substitute if unavailable.

b)   General purposes and powers.

i)    All lawful purposes.

ii)   Special purposes and powers.

c)   Principal office.

3.   Capitalization.

a)   Classes of stock.

i)    Series.

ii)   Number of authorized shares.

b)   Par or no-par value.

c)   Preemptive rights.

d)   Preferences of classes.

i)    Dividends.

·    Cumulative or noncumulative.

ii)   Liquidation preferences.

iii)   Redemption rights.

·    Sinking fund.

e)   Voting powers of classes.

i)    For directors.

ii)   For ordinary actions of corporation.

iii)   For extraordinary actions of corporation.

·    Definitions.

f)    Debt capital.

i)    Amount.

ii)   Terms.

iii)   Lender(s).

4.   Directors and officers.

a)   Number of directors.

b)   Names of first directors.

c)   Number and titles of officers.

d)   Names of first officers to be elected.

5.   Implementation of agreement.

a)   Employment of attorney.

i)    Name and address.

ii)   Attorney’s powers and duties.

b)   Responsibility of parties for incorporation expenses.

i)    Proportionate to capital invested by party.

c)   Subscription payments.

i)    Time of payment.

·    Event causing payment.

ii)   Payment into escrow fund until all subscriptions received.

6.   Special provisions.

a)   Payment to promoters for services.

i)    Cash.

ii)   Stock.

b)   Public issue of stock or debt.

i)    Amount.

ii)   Underwriters or method of sale.

iii)   Manner of compliance with securities and blue-sky laws.

c)   Assumption of property and liabilities of existing business of incorporators.

i)    Allocation of stock or securities.

d)   Property to be purchased.

i)    From incorporators.

ii)   From others.

iii)   Method of valuation.

e)   Leases, franchises, or other special contracts to be entered into by corporation.

i)    Valuation or terms if with incorporations.

f)    Close corporation provisions.

i)    Restrictions on transferability of stock.

·    Right of first refusal.

·    Cross purchase agreements.

·    Valuation of stock.

·    Funding of agreements with insurance.

ii)   Employment contracts for key employees.

·    Terms.

·    Salary.

iii)   Class voting to elect stated number of directors by each class of stock.

iv)  Class voting to amend articles of incorporation or bylaws.

·    Percentage vote to approve.

v)   Electing named persons as officers.

vi)  Pro rata participation in additional stock issues.

vii)  Adoption of fringe employment benefits.

·    Pension and profit-sharing plans.

·    Life, medical, and other insurance.

viii) Incorporation of agreement into articles of incorporation and bylaws.

·    Ratification by shareholders and directors.

7.   General provisions.

a)   Entire agreement between parties.

b)   Amendments only in writing signed by parties.

c)   Further assurances to implement agreement.

d)   Nonassignability of agreement.

e)   State law controlling.

f)    Special federal tax provisions to be followed.

8.   Closing

a)   Signatures.

b)   Witnesses.

c)   Notarization.

Contributed by
FastDue.com
 
Name of Firm FastDue.com
Location Fairfield, Iowa, United States
Total Forms Contributed 74
Phone 641-209-1761
Website http://fastdue.com
Email
 Free online business forms for all your invoicing and collection needs. 100% FREE, no login required, easy and secure.

See All FastDue.com's Forms
 

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Terms Of Use

Submissions to this site, including any legal or business forms, posts, responses to questions or other communications by contributors are not intended as and should not be construed as legal advice. You are strongly encouraged to consult competent legal council before engaging in any action based upon content contained on this site.

These downloadable forms are only for personal use. Retransmission, redistribution, or any other commercial use is prohibited. This includes reposting forms from this site to another site offering free legal or other document forms for download.

Please note that the donator may have included different usage terms regarding this form, and you agree to abide by these terms. It is highly recommended that you have a licensed attorney review any legal documents for which you are searching in order to make sure that your needs are being properly and completely satisfied.

Your use of this site constitutes your acceptance of our terms of use and your agreement to hold this site, its officers, employees and any contributors to this site harmless for any damage you might incur from your use of any submissions contained on this site. If you do not agree to the above terms, please do not proceed.

These forms are provided to assist business owners and others in understanding important points to consider in different transactions. They are offered with the understanding that no legal advice, accounting, or other professional service is being offered by these documents or on this website. Laws vary in the different states. Agreements acceptable in one state may not be enforced the same way under the laws of another state. Also, agreements should relate specifically to the particular facts of each situation. Therefore, it is important to consult legal counsel whenever utilizing these forms. The Forms are not a substitute for legal advice YourFreeLegalForms.com is not engaged in recommending or referring members on the site or making claims about the competence, character or qualifications of its participating members.
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Keywords: legal forms, incorporation, pre-incorporation

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