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.
Fairfax Virginia Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by individuals or entities involved in the process of establishing a corporation in Fairfax, Virginia. This agreement is crucial in protecting the interests and rights of both the incorporates and promoters. The Fairfax Virginia Preincorporation Agreement between Incorporates and Promoters typically includes the following key provisions: 1. Identification of Parties: The agreement begins by clearly stating the names and addresses of the incorporates and promoters involved in the formation of the corporation. 2. Purpose of Agreement: The document clearly specifies the purpose for which the agreement is being executed, which is to establish a corporation in Fairfax, Virginia and define the roles and responsibilities of the incorporates and promoters. 3. Incorporation Process: The agreement outlines the steps and procedures involved in incorporating the company, including the registration of the business name, the preparation and filing of necessary documents, and obtaining any required permits or licenses. 4. Capital Contributions: This section details the initial capital contributions that each incorporated will make towards the formation of the corporation. It specifies the amount, type of contribution (cash, property, or services), and the schedule of payments. 5. Ownership and Share Allocation: The agreement determines the ownership structure of the corporation and how the shares will be allocated among the incorporates. It outlines the percentage of ownership each incorporated will have and any special rights or privileges associated with certain shares. 6. Management and Decision-making: This section defines the roles, responsibilities, and decision-making authority of the incorporates and promoters in governing the corporation. It may establish a board of directors, outline their powers, and address matters such as appointment, removal, and compensation of officers. 7. Confidentiality and Non-compete Clause: The agreement may include provisions to protect the confidential information of the corporation and restrict the incorporates and promoters from engaging in competing activities during the formation process and thereafter. 8. Dispute Resolution: In the event of a disagreement or dispute, the agreement may specify a preferred method of resolution, such as mediation or arbitration, to avoid litigation. Other types of Fairfax Virginia Preincorporation Agreements between Incorporates and Promoters may include variations in specific terms depending on the nature of the business, industry regulations, or the preferences of the parties involved. These variations may be related to matters such as intellectual property rights, non-disclosure agreements, or special restrictions on transferability of shares. In conclusion, a Fairfax Virginia Preincorporation Agreement between Incorporates and Promoters serves as a legally binding contract that establishes the rights, obligations, and expectations of the parties involved in incorporating a corporation in Fairfax, Virginia. It is crucial for ensuring a smooth and fair process of company formation while protecting the interests of all parties involved.Fairfax Virginia Preincorporation Agreement between Incorporates and Promoters is a legal document that outlines the terms and conditions agreed upon by individuals or entities involved in the process of establishing a corporation in Fairfax, Virginia. This agreement is crucial in protecting the interests and rights of both the incorporates and promoters. The Fairfax Virginia Preincorporation Agreement between Incorporates and Promoters typically includes the following key provisions: 1. Identification of Parties: The agreement begins by clearly stating the names and addresses of the incorporates and promoters involved in the formation of the corporation. 2. Purpose of Agreement: The document clearly specifies the purpose for which the agreement is being executed, which is to establish a corporation in Fairfax, Virginia and define the roles and responsibilities of the incorporates and promoters. 3. Incorporation Process: The agreement outlines the steps and procedures involved in incorporating the company, including the registration of the business name, the preparation and filing of necessary documents, and obtaining any required permits or licenses. 4. Capital Contributions: This section details the initial capital contributions that each incorporated will make towards the formation of the corporation. It specifies the amount, type of contribution (cash, property, or services), and the schedule of payments. 5. Ownership and Share Allocation: The agreement determines the ownership structure of the corporation and how the shares will be allocated among the incorporates. It outlines the percentage of ownership each incorporated will have and any special rights or privileges associated with certain shares. 6. Management and Decision-making: This section defines the roles, responsibilities, and decision-making authority of the incorporates and promoters in governing the corporation. It may establish a board of directors, outline their powers, and address matters such as appointment, removal, and compensation of officers. 7. Confidentiality and Non-compete Clause: The agreement may include provisions to protect the confidential information of the corporation and restrict the incorporates and promoters from engaging in competing activities during the formation process and thereafter. 8. Dispute Resolution: In the event of a disagreement or dispute, the agreement may specify a preferred method of resolution, such as mediation or arbitration, to avoid litigation. Other types of Fairfax Virginia Preincorporation Agreements between Incorporates and Promoters may include variations in specific terms depending on the nature of the business, industry regulations, or the preferences of the parties involved. These variations may be related to matters such as intellectual property rights, non-disclosure agreements, or special restrictions on transferability of shares. In conclusion, a Fairfax Virginia Preincorporation Agreement between Incorporates and Promoters serves as a legally binding contract that establishes the rights, obligations, and expectations of the parties involved in incorporating a corporation in Fairfax, Virginia. It is crucial for ensuring a smooth and fair process of company formation while protecting the interests of all parties involved.
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.
