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 Bronx New York Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by the individuals involved in initiating the incorporation process of a business in the Bronx, New York. This agreement sets the foundation for the formation of a business entity, typically a corporation, and specifies the roles, responsibilities, and rights of both the incorporates (individuals initiating the incorporation) and promoters (individuals facilitating the process). The agreement typically includes crucial details such as the proposed name of the corporation, purpose of the business, location, and duration. It outlines the financial aspects, including the initial capital contributions, ownership interests, and distribution of profits and losses. Additionally, it may include provisions regarding management of the corporation, appointment of directors and officers, and decision-making processes. Different types of Bronx New York Preincorporation Agreements may vary based on the specific requirements and objectives of the incorporates and promoters. Some possible variations include: 1. Standard Preincorporation Agreement: This type of agreement is suitable for most businesses and covers the essential elements required for incorporating a corporation in Bronx, New York. 2. Non-Profit Preincorporation Agreement: This agreement is specifically designed for individuals who intend to establish a non-profit organization in the Bronx, New York. It includes additional clauses relating to the organization's charitable or educational purposes, tax-exempt status, and compliance with relevant regulations. 3. Professional Corporation Preincorporation Agreement: Professionals such as doctors, lawyers, or accountants planning to form a professional corporation must comply with specific regulations. This type of agreement addresses the unique requirements associated with establishing such entities. 4. Close Corporation Preincorporation Agreement: In some cases, incorporates may wish to form a close corporation where ownership interests are limited to a few individuals. This agreement reflects the distinctive characteristics and restrictions applicable to close corporations. It is important to note that the specific requirements and variations of a Bronx New York Preincorporation Agreement may be subject to change depending on federal, state, and local laws and regulations. Therefore, it is advisable to consult with a legal professional to ensure compliance and accuracy in drafting and executing the agreement.A Bronx New York Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by the individuals involved in initiating the incorporation process of a business in the Bronx, New York. This agreement sets the foundation for the formation of a business entity, typically a corporation, and specifies the roles, responsibilities, and rights of both the incorporates (individuals initiating the incorporation) and promoters (individuals facilitating the process). The agreement typically includes crucial details such as the proposed name of the corporation, purpose of the business, location, and duration. It outlines the financial aspects, including the initial capital contributions, ownership interests, and distribution of profits and losses. Additionally, it may include provisions regarding management of the corporation, appointment of directors and officers, and decision-making processes. Different types of Bronx New York Preincorporation Agreements may vary based on the specific requirements and objectives of the incorporates and promoters. Some possible variations include: 1. Standard Preincorporation Agreement: This type of agreement is suitable for most businesses and covers the essential elements required for incorporating a corporation in Bronx, New York. 2. Non-Profit Preincorporation Agreement: This agreement is specifically designed for individuals who intend to establish a non-profit organization in the Bronx, New York. It includes additional clauses relating to the organization's charitable or educational purposes, tax-exempt status, and compliance with relevant regulations. 3. Professional Corporation Preincorporation Agreement: Professionals such as doctors, lawyers, or accountants planning to form a professional corporation must comply with specific regulations. This type of agreement addresses the unique requirements associated with establishing such entities. 4. Close Corporation Preincorporation Agreement: In some cases, incorporates may wish to form a close corporation where ownership interests are limited to a few individuals. This agreement reflects the distinctive characteristics and restrictions applicable to close corporations. It is important to note that the specific requirements and variations of a Bronx New York Preincorporation Agreement may be subject to change depending on federal, state, and local laws and regulations. Therefore, it is advisable to consult with a legal professional to ensure compliance and accuracy in drafting and executing the agreement.
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.
