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 Contra Costa California Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by the individuals involved in forming a corporation in Contra Costa County, California. This agreement sets the groundwork for the corporation's establishment and defines the responsibilities, rights, and obligations of the incorporates and promoters involved. The agreement typically includes various relevant clauses and provisions, such as: 1. Purpose of the Agreement: This section specifies the purpose of the agreement, which is to outline the terms under which the incorporates and promoters will cooperate to establish the corporation. 2. Name and Formation: It outlines the proposed name for the corporation and describes the process of its formation, including any required legal filings with the state authorities. 3. Capital Contribution: This section defines the amount and nature of each incorporated's contribution to the corporation, be it in the form of cash, property, or services. 4. Ownership and Shares: It determines the ownership structure of the corporation and the number of shares that each incorporated will receive based on their contributions. 5. Roles and Responsibilities: This clause outlines the roles and responsibilities of each incorporated and promoter involved, including their positions within the corporation and the tasks they need to perform. 6. Decision-making and Voting: It details how decisions will be made within the corporation, such as through voting or board resolutions, and how voting rights will be assigned. 7. Non-Disclosure and Non-Compete: This section may include confidentiality clauses to protect sensitive information shared during the preincorporation phase, as well as non-compete agreements to prevent the incorporates and promoters from competing with the corporation. 8. Intellectual Property: It addresses the ownership and use of any intellectual property created or contributed by the incorporates and promoters during the preincorporation period. 9. Expenses and Reimbursement: This clause outlines the reimbursement process for any preincorporation expenses incurred by the incorporates or promoters, if applicable. 10. Termination and Governing Law: It specifies the conditions under which the agreement can be terminated and identifies the governing law of Contra Costa County, California, under which the agreement will be interpreted and enforced. In terms of different types of Contra Costa California Preincorporation Agreement between Incorporates and Promoters, variations may exist based on specific circumstances and the needs of the parties involved. These could include agreements tailored for specific industries, agreements with additional clauses for highly regulated fields like finance or healthcare, or agreements with provisions specifically tailored for partnerships or joint ventures. Ultimately, the wording and specifics of the agreement will be based on the unique requirements and agreements among the incorporates and promoters of the corporation being formed.A Contra Costa California Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by the individuals involved in forming a corporation in Contra Costa County, California. This agreement sets the groundwork for the corporation's establishment and defines the responsibilities, rights, and obligations of the incorporates and promoters involved. The agreement typically includes various relevant clauses and provisions, such as: 1. Purpose of the Agreement: This section specifies the purpose of the agreement, which is to outline the terms under which the incorporates and promoters will cooperate to establish the corporation. 2. Name and Formation: It outlines the proposed name for the corporation and describes the process of its formation, including any required legal filings with the state authorities. 3. Capital Contribution: This section defines the amount and nature of each incorporated's contribution to the corporation, be it in the form of cash, property, or services. 4. Ownership and Shares: It determines the ownership structure of the corporation and the number of shares that each incorporated will receive based on their contributions. 5. Roles and Responsibilities: This clause outlines the roles and responsibilities of each incorporated and promoter involved, including their positions within the corporation and the tasks they need to perform. 6. Decision-making and Voting: It details how decisions will be made within the corporation, such as through voting or board resolutions, and how voting rights will be assigned. 7. Non-Disclosure and Non-Compete: This section may include confidentiality clauses to protect sensitive information shared during the preincorporation phase, as well as non-compete agreements to prevent the incorporates and promoters from competing with the corporation. 8. Intellectual Property: It addresses the ownership and use of any intellectual property created or contributed by the incorporates and promoters during the preincorporation period. 9. Expenses and Reimbursement: This clause outlines the reimbursement process for any preincorporation expenses incurred by the incorporates or promoters, if applicable. 10. Termination and Governing Law: It specifies the conditions under which the agreement can be terminated and identifies the governing law of Contra Costa County, California, under which the agreement will be interpreted and enforced. In terms of different types of Contra Costa California Preincorporation Agreement between Incorporates and Promoters, variations may exist based on specific circumstances and the needs of the parties involved. These could include agreements tailored for specific industries, agreements with additional clauses for highly regulated fields like finance or healthcare, or agreements with provisions specifically tailored for partnerships or joint ventures. Ultimately, the wording and specifics of the agreement will be based on the unique requirements and agreements among the incorporates and promoters of the corporation being formed.
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.
