A promoter is a person who starts up a business, particularly a corporation, including the financing. The formation of a corporation starts with an idea. Preincorporation activities transform this idea into an actual corporation. The individual who carries on these preincorporation activities is called a promoter. Usually the promoter is the main shareholder or one of the management team and receives stock for his/her efforts in organization. Most states limit the amount of "promotional stock" since it is supported only by effort and not by assets or cash. If preincorporation contracts are executed by the promoter in his/her own name and there is no further action, the promoter is personally liable on them, and the corporation is not.
Under the Federal Securities Act of 1933, a pre-organization certificate or subscription is included in the definition of a security. Therefore, a contract to issue securities in the future is itself a contract for the sale of securities. In order to secure an exemption, all stock subscription agreements involving intrastate offerings should contain representations by the purchasers that they are bona fide residents of the state of which the issuer is a resident and that they are purchasing the securities for their own account and not with the view to reselling them to nonresidents. A stock transfer restriction running for a period of at least one year or for nine months after the last sale of the issue by the issuer is customarily included to insure that securities have not only been initially sold to residents, but have "come to rest" in the hands of residents.
A Rhode Island preincorporation agreement between incorporates and promoters is a legal document that outlines the terms and conditions agreed upon by individuals who are founding a corporation in the state of Rhode Island. This agreement is crucial during the early stages of forming a corporation as it helps establish a solid foundation and ensures that all parties involved are on the same page before officially incorporating. The preincorporation agreement is typically entered into by the incorporates, who are individuals responsible for initiating and overseeing the corporation's formation, and the promoters, who are individuals who undertake the preliminary tasks necessary to bring the corporation into existence. This agreement serves as a blueprint for how the corporation will be set up and operated. It covers a wide range of important aspects, including but not limited to: 1. Purpose: The agreement specifies the purpose for which the corporation is being formed, outlining the exact nature of the business activities it will undertake. 2. Incorporates' Roles and Responsibilities: It details the duties and responsibilities of each incorporated, including their roles in the governance and decision-making processes. 3. Promoters' Responsibilities: The agreement outlines the specific tasks and responsibilities undertaken by the promoters, such as securing initial financing, conducting market research, or securing necessary licenses and permits. 4. Shareholder Information: It includes details about the authorized share capital of the corporation, as well as the amount and type of shares each incorporated will subscribe to. 5. Capital Contributions: The agreement stipulates the initial capital contributions made by each incorporated, which may be in the form of cash, assets, or services rendered. 6. Vesting of Shares: It outlines any vesting schedule or restrictions on the transferability of shares to ensure that the interests of all parties involved are protected. 7. Confidentiality and Non-Competition: The agreement may include provisions to maintain confidentiality regarding sensitive company information and prevent promoters from engaging in activities that could conflict with the corporation's interests. 8. Governing Law and Jurisdiction: It specifies that the agreement will be governed by the laws of Rhode Island and designates a jurisdiction for any disputes that may arise. 9. Term and Termination: The agreement may define the duration of the agreement and the circumstances under which it can be terminated. Different types of Rhode Island preincorporation agreements between incorporates and promoters may vary based on the specific needs and requirements of the parties involved. The terms and conditions set forth in the agreement can be customized to suit the unique circumstances of each corporation's formation. In conclusion, a Rhode Island preincorporation agreement between incorporates and promoters is a comprehensive legal document that lays out the essential details and agreements necessary for forming a corporation. By entering into this agreement, incorporates and promoters can establish a solid foundation and ensure a smooth and successful incorporation process.A Rhode Island preincorporation agreement between incorporates and promoters is a legal document that outlines the terms and conditions agreed upon by individuals who are founding a corporation in the state of Rhode Island. This agreement is crucial during the early stages of forming a corporation as it helps establish a solid foundation and ensures that all parties involved are on the same page before officially incorporating. The preincorporation agreement is typically entered into by the incorporates, who are individuals responsible for initiating and overseeing the corporation's formation, and the promoters, who are individuals who undertake the preliminary tasks necessary to bring the corporation into existence. This agreement serves as a blueprint for how the corporation will be set up and operated. It covers a wide range of important aspects, including but not limited to: 1. Purpose: The agreement specifies the purpose for which the corporation is being formed, outlining the exact nature of the business activities it will undertake. 2. Incorporates' Roles and Responsibilities: It details the duties and responsibilities of each incorporated, including their roles in the governance and decision-making processes. 3. Promoters' Responsibilities: The agreement outlines the specific tasks and responsibilities undertaken by the promoters, such as securing initial financing, conducting market research, or securing necessary licenses and permits. 4. Shareholder Information: It includes details about the authorized share capital of the corporation, as well as the amount and type of shares each incorporated will subscribe to. 5. Capital Contributions: The agreement stipulates the initial capital contributions made by each incorporated, which may be in the form of cash, assets, or services rendered. 6. Vesting of Shares: It outlines any vesting schedule or restrictions on the transferability of shares to ensure that the interests of all parties involved are protected. 7. Confidentiality and Non-Competition: The agreement may include provisions to maintain confidentiality regarding sensitive company information and prevent promoters from engaging in activities that could conflict with the corporation's interests. 8. Governing Law and Jurisdiction: It specifies that the agreement will be governed by the laws of Rhode Island and designates a jurisdiction for any disputes that may arise. 9. Term and Termination: The agreement may define the duration of the agreement and the circumstances under which it can be terminated. Different types of Rhode Island preincorporation agreements between incorporates and promoters may vary based on the specific needs and requirements of the parties involved. The terms and conditions set forth in the agreement can be customized to suit the unique circumstances of each corporation's formation. In conclusion, a Rhode Island preincorporation agreement between incorporates and promoters is a comprehensive legal document that lays out the essential details and agreements necessary for forming a corporation. By entering into this agreement, incorporates and promoters can establish a solid foundation and ensure a smooth and successful incorporation process.
Para su conveniencia, debajo del texto en español le brindamos la versión completa de este formulario en inglés. For your convenience, the complete English version of this form is attached below the Spanish version.
